OPERATING AGREEMENT

                                    OF

                                AIR 41 LLC





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                             TABLE OF CONTENTS


     Section 1.1. General
     Section 1.2. Certain Definitions
ARTICLE II:  THE COMPANY
     Section 2.1a Formation
     Section 2.2a Name
     Section 2.3a Purposes
     Section 2.4a Principal Place of Business
     Section 2.5a Term
     Section 2.6a Filings; Agent for Service of Process
     Section 2.7a Title to Property
     Section 2.8a Payments of Individual Obligations
     Section 2.9a Independent Activities
ARTICLE III:  CAPITAL CONTRIBUTIONS
     Section 3.1a Initial Capital Contributions
     Section 3.2a Additional Capital Contributions
     Section 3.3a Aircraft Loan Capital Contribution
ARTICLE IV:  ALLOCATIONS OF PROFIT AND LOSS
     Section 4.1a Profits
     Section 4.2a Losses
     Section 4.3a Special Allocations
     Section 4.4a Curative Allocations
     Section 4.5a Loss Limitation
     Section 4.6a Other Allocation Rules
     Section 4.7a Code Section 704(c) Tax Allocations
ARTICLE V:  DISTRIBUTIONS
     Section 5.1a Definitions
     Section 5.2a Distribution of Net Operating Cash Flow
     Section 5.3a Distribution of Capital Proceeds
     Section 5.4a Amounts Withheld
     Section 5.5a Limitations on Distributions
ARTICLE VI:  MANAGEMENT
     Section 6.1a Managers; Management Committee
     Section 6.2a Meetings of the Management Committee
     Section 6.3a Management Committee Powers
   (a) GENERAL
   (b) OFFICERS
               Section 6.4a Duties and Obligations of the Management
          Committee
     Section 6.5. Reimbursements
     Section 6.6. Indemnification of the Managers
     Section 6.8. Manager Liability
ARTICLE VII:  ROLE OF MEMBERS
     Section 7.1. Rights or Powers
     Section 7.2. Voting Rights
     Section 7.3. Meetings of the Members
     Section 7.4. Unanimous Consents Required
     Section 7.5. Return on or of Capital Contributions
     Section 7.6. Member Compensation
     Section 7.7. Member Liability
     Section 7.8. Partition
     Section 7.9. Transactions Between a Member and the Company
     Section 7.10. Covenant to Perform
     Section 7.11. Confidentiality and Public Relations
ARTICLE VIII:  REPRESENTATIONS AND WARRANTIES
     Section 8.1. Survival
     Section 8.2. Representations and Warranties
ARTICLE IX:  ACCOUNTING, BOOKS AND RECORDS
     Section 9.1. Books and Records; Accounting
     Section 9.2. Reports
     Section 9.3. Annual Budgets
     Section 9.4. Tax Matters
ARTICLE X:  TRANSFERS
     Section 10.1. Restrictions on Transfers
     Section 10.2. Permitted Transfers
     Section 10.3. Other Transfers
     Section 10.4. Conditions to Transfers
     Section 10.5. Purchase Rights
     Section 10.6. Approvals
     Section 10.7. Prohibited Transfers
     Section 10.8. Covenants and Representations
     Section 10.9. Distributions and Allocations in Respect of
          Transferred Units
ARTICLE XI:  DISSOLUTION AND WINDING UP
     Section 11.1. Dissolution Events
     Section 11.2. Winding Up
     Section 11.3. Compliance With Certain Regulations; Deficit
          Capital Accounts
     Section 11.4. Deemed Contribution and Distribution
     Section 11.5. Rights of Members
     Section 11.6. Notice of Dissolution/Termination
     Section 11.7. Allocations During Period of Liquidation
     Section 11.8. Character of Liquidating Distributions
     Section 11.9. The Liquidator
ARTICLE XII:  DISPUTE RESOLUTION
     Section 12.1. General Provisions
     Section 12.2. Consideration by Senior Executives
     Section 12.3. Arbitration
ARTICLE XIII:  MISCELLANEOUS
     Section 13.1. Notices
     Section 13.2. Binding Effect; Assignment
     Section 13.3. Entire Agreement
     Section 13.4. Waiver
     Section 13.5. Interpretation
     Section 13.6. Severability
     Section 13.7. Governing Law
     Section 13.8. Counterpart Execution
     Section 13.9. Specific Performance



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<PAGE>




                            OPERATING AGREEMENT
                                    OF
                                AIR 41 LLC


     THIS  LIMITED  LIABILITY  COMPANY  OPERATING  AGREEMENT,  dated  as of
September  9, 1998 (the "AGREEMENT"), by and between AIRCORP, INC., a Texas
corporation  ("AIRCORP"),  and INTERNATIONAL AIRLINE SUPPORT GROUP, INC., a
Delaware company ("IASG").

     WHEREAS,  AirCorp  and  IASG  desire  to  set  forth  their  agreement
concerning the operations of Air  41  LLC (the "COMPANY") and certain other
matters set forth herein.

     NOW,  THEREFORE,  in  consideration  of  the  mutual  representations,
warranties, covenants and undertakings of the parties hereto, and for other
good and valuable consideration, the receipt  and  sufficiency of which are
hereby acknowledged, the parties hereto, intending to  be legally bound, do
hereby agree as of the date hereof as follows:

   ****ARTII. :  GENERAL; CERTAIN DEFINITIONSARTICLE I  GENERAL; CERTAIN
                                DEFINITIONS
ARTICLE
     ARTICLE SECTION 1.1. GENERALSection 1.1. General .  References in this
Agreement  to  "Articles",  "Sections", "Exhibits" and "Schedules"  are  to
articles,  sections,  exhibits  and  schedules  herein  and  hereto  unless
otherwise indicated.  Unless otherwise set forth herein, references in this
Agreement to any document,  instrument  or  agreement  (including,  without
limitation,  this Agreement) (a) shall include all exhibits, schedules  and
other attachments  thereto, (b) shall include all documents, instruments or
agreements issued or  executed  in  replacement  thereof and (c) shall mean
such  document,  instrument  or  agreement, or replacement  or  predecessor
thereto,  as  amended,  modified  or supplemented  from  time  to  time  in
accordance with its terms and in effect  at  any given time.  Wherever from
the context it appears appropriate, each term stated in either the singular
or plural shall include the singular and plural.
ARTICLE
     ARTICLE   SECTION   1.2.  CERTAIN  DEFINITIONSSection   1.2.   Certain
Definitions .
ARTICLE
     ARTICLE "ACT" means the Delaware Limited Liability Company Act, 6 Del.
C.  <section>18-101,  ET SEQ.,  as  amended  from  time  to  time  (or  any
corresponding provisions of succeeding law).
ARTICLE
     ARTICLE "ADDITIONAL CAPITAL CONTRIBUTIONS" means, with respect to each
Member,  the  Capital  Contributions   made  by  such  Member  pursuant  to
Sections 3.2 and 3.3.
ARTICLE
     ARTICLE "ADJUSTED CAPITAL ACCOUNT DEFICIT"  means, with respect to any
Member, the deficit balance, if any, in such Member's Capital Account as of
the  end  of  the  relevant  Allocation  Year after giving  effect  to  the
following adjustments:
ARTICLE
          ARTICLE (i) credit to such Capital  Account any amounts that such
     Member  is  deemed  to  be  obligated  to  restore   pursuant  to  the
     penultimate  sentences in Sections 1.704-2(g)(1) and 1.704-2(i)(5)  of
     the Regulations; and
ARTICLE
ARTICLE (ii) debit  to such Capital Account the items described in Sections
     1.704-1(b)(2)(ii)(D)(4),     1.704-1(b)(2)(ii)(D)(5)     and    1.704-
     1(b)(2)(ii)(D)(6) of the Regulations.
ARTICLE
ARTICLE This definition of Adjusted Capital Account Deficit is  intended to
comply   with   the  provisions  of  Section  1.704-1(b)(2)(ii)(D)  of  the
Regulations and shall be interpreted consistently therewith.
ARTICLE
     ARTICLE "AFFILIATE"  means,  with  respect  to a given Member, (i) any
other Person directly or indirectly holding any beneficial interest in such
Member;  or  (ii)  any  other  Person  directly or indirectly  controlling,
controlled by, or under common control with  such Member; or (iii) any past
or  present officer, director, employee, stockholder,  member,  partner  or
beneficial  owner of any Person referred to in the foregoing clauses (i) or
(ii); or (iv)  any  Person  controlling,  controlled  by,  or  under common
control with any Person referred to in the foregoing clauses (i),  (ii)  or
(iii).
ARTICLE
     ARTICLE  "AGREEMENT"  means  this  Limited Liability Company Operating
Agreement, as amended, modified, supplemented  or  restated  from  time  to
time.
ARTICLE
     ARTICLE  "AIRCRAFT" means individually or collectively the twenty (20)
McDonnell Douglas  DC-9-41  aircraft  acquired  from  Scandinavian Airlines
System  Denmark-Norway-Sweden,  a consortium organized under  the  laws  of
Denmark, Norway and Sweden with its principal office at S-195 87 Stockholm,
Sweden,  pursuant  to  that certain  Aircraft  Purchase  Agreement,  to  be
executed September 10, 1998, including the airframe and the Engines and all
appliances,  accessories,   instruments,  components  and  other  items  of
equipment  and  all  replacements,  renewals  and  additions  made  to  the
foregoing in accordance  with  the  Aircraft Purchase Agreement.  Where the
context permits, references to "the Aircraft" shall include the Manuals and
Technical Records and shall, unless otherwise  provided  herein,  mean  the
Aircraft as a whole and any part thereof.
ARTICLE
     ARTICLE "AIRCRAFT LOAN CAPITAL CONTRIBUTION" has the meaning set forth
in Section 3.3.
ARTICLE
     ARTICLE  "ALLOCATION  YEAR"  means  (i)  the  period commencing on the
Closing  Date  and  ending  on  December  31,  1998,  (ii)  any  subsequent
twelve-month  period commencing on January 1 and ending on December  31  or
(iii) any portion  of  the  period described in clauses (i) or (ii) of this
definition for which the Company  is  required  to allocate Profits, Losses
and other items of income, gain, loss or deduction pursuant to Article IV.
ARTICLE
     ARTICLE  "ANNUAL  BUDGETS"  means the Annual Capital  Budget  and  the
Annual Operating Budget.
ARTICLE
     ARTICLE "ANNUAL CAPITAL BUDGET"  has  the meaning set forth in Section
9.3(a).
ARTICLE
     ARTICLE "ANNUAL OPERATING BUDGET" has the meaning set forth in Section
9.3(a).
ARTICLE
     ARTICLE  "APPLICABLE  LAW" means any statute,  law,  ordinance,  rule,
regulation or judicial decision  of  any  Government Authority that governs
the relevant matter, transaction or conduct.
ARTICLE
     ARTICLE "BUSINESS DAYS" means Monday through Friday, excluding federal
holidays that fall on those days.
     ARTICLE "BUYING PARTY" has the meaning set forth in Section 10.5(a).
ARTICLE
     ARTICLE  "CAPITAL ACCOUNT" means, with  respect  to  any  Member,  the
capital account maintained for such Member in accordance with the following
provisions:
ARTICLE
          ARTICLE  (i)  To  each  Member's  Capital  Account there shall be
     credited (a) such Member's Capital Contributions,  (b)  such  Member's
     distributive share of Profits and any items in the nature of income or
     gain  that are specially allocated pursuant to Section 4.3 or 4.4  and
     (c) the  amount  of  any  liabilities  of  the Company assumed by such
     Member or secured by any Property distributed  to  such  Member.   The
     principal amount of a promissory note that is not readily traded on an
     established  securities  market and that is contributed to the Company
     by the maker of the note (or a Member related to the maker of the note
     within the meaning of Section 1.704-1(b)(2)(ii)(C) of the Regulations)
     shall not be included in the  Capital  Account of any Member until the
     Company makes a taxable disposition of the  note  or until (and to the
     extent)  principal  payments are made on the note, all  in  accordance
     with Section 1.704-1(b)(2)(iv)(D)(2) of the Regulations;
ARTICLE
          ARTICLE (ii) To  each  Member's  Capital  Account  there shall be
     debited  (a)  the  amount  of money and the Gross Asset Value  of  any
     Property distributed to such  Member pursuant to any provision of this
     Agreement, (b) such Member's distributive  share  of  Losses  and  any
     items in the nature of expenses or losses that are specially allocated
     pursuant  to  Section 4.3 or 4.4 and (c) the amount of any liabilities
     of such Member  assumed  by  the  Company  or  secured by any Property
     contributed by such Member to the Company;
ARTICLE
          ARTICLE (iii) In the event ownership of Units  is  transferred in
     accordance  with the terms of this Agreement, the transferee  of  such
     Units shall succeed  to  the Capital Account of the transferor of such
     Units to the extent such Capital  Account  relates  to the transferred
     Units; and
ARTICLE
          ARTICLE  (iv)  In  determining  the  amount of any liability  for
     purposes  of clauses (i) and (ii) of this definition  there  shall  be
     taken into account Section 752(c) of the Code and any other applicable
     provisions of the Code and the Regulations.
ARTICLE
     ARTICLE The  foregoing  provisions  and  the  other provisions of this
Agreement relating to the maintenance of Capital Accounts  are  intended to
comply  with Section 1.704-1(b) of the Regulations and shall be interpreted
and applied in a manner consistent with such Regulations.  In the event the
Management  Committee  shall  determine  that  it  is prudent to modify the
manner  in  which the Capital Accounts, or any debits  or  credits  thereto
(including, without  limitation,  debits or credits relating to liabilities
secured by contributed or distributed Property or assumed by the Company or
any Members), are computed in order  to  comply  with such Regulations, the
Management  Committee  may  make  such  modification,  PROVIDED  that  such
modification  is  not  likely  to  have  a material effect on  the  amounts
distributed to any Person pursuant to Article  XI  upon  the dissolution of
the Company.  The Management Committee also shall (a) make  any adjustments
that are necessary or appropriate to maintain equality between  the Capital
Accounts  of  the  Members  and  the  amount  of  capital  reflected on the
Company's balance sheet, as computed for book purposes, in accordance  with
Section   1.704-1(b)(2)(iv)(Q)   of   the  Regulations  and  (b)  make  any
appropriate modifications in the event unanticipated events might otherwise
cause  this  Agreement  not  to  comply  with  Section  1.704-1(b)  of  the
Regulations.
ARTICLE
     ARTICLE "CAPITAL CONTRIBUTIONS" means, with respect to any Member, the
amount of money and the initial Gross Asset  Value  of  any Property (other
than money) contributed to the Company with respect to the  Units  held  or
purchased by such Member, including, without limitation, Additional Capital
Contributions.  To  the  extent  that  any Member incurs an expense that is
subsequently reimbursed by the Company,  such  amount shall not at any time
be construed or treated as a Capital Contribution.
ARTICLE
     ARTICLE "CAPITAL PROCEEDS" has the meaning set forth in Section 5.1.
ARTICLE
     ARTICLE "CAPITAL TRANSACTION" has the meaning  set  forth  in  Section
5.1.
ARTICLE
     ARTICLE  "CERTIFICATE"  means  the certificate of formation filed with
the Office of the Secretary of State  of  the State of Delaware pursuant to
the Act to form the Company, as originally  executed and amended, modified,
supplemented or restated from time to time, as the context requires.
ARTICLE
     ARTICLE "CERTIFICATE OF CANCELLATION" means  a  certificate  filed  in
accordance with 6 Del. C.<section> 18-203.
ARTICLE
     ARTICLE "CHIEF EXECUTIVE OFFICER" means the Chief Executive Officer of
the Company, including any interim Chief Executive Officer.
ARTICLE
     ARTICLE  "CODE"  means  the Internal Revenue Code of 1986, as amended.
All references to provisions of  the Code or to any Regulations promulgated
thereunder shall be deemed to include any successor provisions thereto.
ARTICLE
     ARTICLE "COMPANY" means Air 41 LLC.
ARTICLE
     ARTICLE "CLOSING DATE" means  September  9,  1998, the first date this
Agreement has been executed by both IASG and AirCorp.
ARTICLE
     ARTICLE   "DEBT"  means,  with  respect  to  the  Company,   (i)   any
indebtedness for  borrowed money or the deferred purchase price of Property
as evidenced by notes,  bonds  or  other  instruments,  (ii) obligations as
lessee under capital leases, (iii) obligations secured by any Lien existing
on  any  asset  owned  or held (whether or not the Company has  assumed  or
become liable for the obligations  secured  thereby),  (iv)  any obligation
under  any  interest  rate  swap  agreement, (v) accounts payable and  (vi)
obligations under direct or indirect  guarantees  of  (including,  but  not
limited  to,  obligations  (contingent  or  otherwise) to assure a creditor
against  loss  in  respect  of) indebtedness or obligations  of  the  kinds
referred to in clauses (i), (ii),  (iii),  (iv) and (v) of this definition,
PROVIDED that Debt shall not include obligations in respect of any accounts
payable that are incurred in the ordinary course  of the Company's business
and are not delinquent or are being contested in good  faith by appropriate
proceedings.
ARTICLE
     ARTICLE "DEFAULTER"has the meaning set forth in Section 3.3.
ARTICLE
     ARTICLE  "DEPRECIATION"  means,  for each Allocation Year,  an  amount
equal to the aggregate depreciation, amortization  or  other  cost recovery
deduction  allowable  with  respect  to  the  assets  owned  by the Company
(including, but not limited to, such assets contributed to the  Company  by
AirCorp  and  IASG),  except that if the Gross Asset Value of such an asset
differs from its adjusted  basis  for  federal  income  tax purposes at the
beginning of such Allocation Year, Depreciation therefor shall be an amount
that  bears  the  same  ratio  to such beginning Gross Asset Value  as  the
federal  income  tax depreciation,  amortization  or  other  cost  recovery
deduction for such  Allocation  Year  bears  to such beginning adjusted tax
basis; PROVIDED, HOWEVER, that if the adjusted basis for federal income tax
purposes of such an asset at the beginning of  such Allocation Year is zero
(0),  Depreciation  shall be determined with reference  to  such  beginning
Gross Asset Value using  any  reasonable  method selected by the Management
Committee.
ARTICLE
     ARTICLE   "DISSOLUTION   EVENT"   has  the  meaning   set   forth   in
Section 11.1(a).
ARTICLE
     ARTICLE "ENGINE(S)" means the two (2)  Pratt & Whitney JT8D-11 engines
installed on each Aircraft at the time of delivery  or  any  other  engines
installed on the Aircraft which become the property of the Company or which
having  been removed therefrom remain the property of the Company, together
with all  equipment  and  accessories  from  time  to  time  belonging  to,
installed in or appurtenant to such engines.
ARTICLE
     ARTICLE  "EQUITY  INTEREST"  has  the  meaning  set  forth  in Section
10.5(b).
ARTICLE
     ARTICLE  "EXERCISE  NOTICE"  has  the  meaning  set  forth  in Section
10.5(b).
ARTICLE
     ARTICLE  "EXERCISE  NOTICE  DATE" has the meaning set forth in Section
10.5(b).
ARTICLE
     ARTICLE "FINAL FISCAL YEAR" means,  with  respect  to the Company, the
period commencing on January 1 of the calendar year in which  the  last  of
the  Property  is  distributed  to  the  Members pursuant to Article XI and
ending on the date on which such final distribution is made.
ARTICLE
     ARTICLE "FISCAL QUARTER" means, with  respect  to the Company, (i) the
period commencing on the Closing Date and ending on September  30, (ii) any
subsequent  three-month  period  commencing on each of January 1, April  1,
July 1, and October 1 and ending on the last date before the next such date
and (iii) the period commencing on the last to occur of January 1, April 1,
July 1 or October 1 in the Final Fiscal Year and ending on the final day of
the Final Fiscal Year.
ARTICLE
     ARTICLE "FISCAL YEAR" means,  with  respect  to  the  Company, (i) the
period commencing on the Closing Date and ending on December  31,  (ii) any
subsequent  twelve-month  period  commencing  on  January  1  and ending on
December 31 and (iii) the Final Fiscal Year.
ARTICLE
     ARTICLE   "GOVERNMENTAL   AUTHORITY"   means  any  court,  arbitrator,
department, commission, board, bureau, agency,  authority,  instrumentality
or other governmental body, whether federal, state, municipal,  foreign  or
other.
     ARTICLE  "GROSS  ASSET  VALUE"  means, with respect to any asset, such
asset's adjusted basis for federal income tax purposes, except as follows:
ARTICLE
     ARTICLE  (i) the initial Gross Asset Value of any asset contributed by
     a Member to the Company shall be  the  gross fair market value of such
     asset, as determined by the Management Committee;
ARTICLE
     ARTICLE  (ii) the Gross Asset Values of  all  assets  of  the  Company
     shall  be  adjusted to equal their respective gross fair market values
     (taking Section  7701(g)  of  the Code into account), as determined by
     the  Management  Committee  as  of   the   following  times:  (a)  the
     acquisition of Units by any new or existing  Member  in  exchange  for
     more  than  a DE MINIMIS Capital Contribution; (b) the distribution by
     the Company to  a  Member of more than a DE MINIMIS amount of Property
     as consideration for  Units;  and  (c)  the liquidation of the Company
     within the meaning of Section 1.704-1(b)(2)(ii)(G) of the Regulations,
     PROVIDED that an adjustment described in  clauses  (a) and (b) of this
     paragraph  shall  be made only if the Management Committee  reasonably
     determines that such  adjustment  is necessary to reflect the relative
     economic interests of the Members in the Company;
ARTICLE
     ARTICLE  (iii) the Gross Asset Value  of  any  item  of  assets of the
     Company distributed to any Member shall be adjusted to equal the gross
     fair market value (taking Section 7701(g) of the Code into account) of
     such asset on the date of distribution as determined by the Management
     Committee; and
ARTICLE
     ARTICLE  (iv) the Gross Asset Values of assets of the Company shall be
     increased  (or  decreased) to reflect any adjustments to the  adjusted
     basis of such assets pursuant to Section 734(b) or 743(b) of the Code,
     but only to the extent that such adjustments are taken into account in
     determining Capital  Accounts pursuant to Section 1.704-1(b)(2)(iv)(M)
     of the Regulations and  clause  (vi)  of the definition of Profits and
     Losses or Section 4.3(c); PROVIDED, HOWEVER,  that  Gross Asset Values
     shall not be adjusted pursuant to this clause (iv) to  the extent that
     an adjustment pursuant to clause (ii) of this definition  is  required
     in  connection  with  a transaction that would otherwise result in  an
     adjustment pursuant to this clause (iv).
ARTICLE
     ARTICLE If the Gross Asset  Value  of  an asset has been determined or
adjusted  pursuant to clause (ii) or (iv) of this  definition,  such  Gross
Asset Value  shall  thereafter  be  adjusted by the Depreciation taken into
account with respect to such asset for  purposes  of  computing Profits and
Losses.
ARTICLE
     ARTICLE "INTERVENOR" has the meaning set forth in Section 3.3.
ARTICLE
     ARTICLE "ISSUANCE ITEMS" has the meaning set forth in Section 4.3(h).
ARTICLE
     ARTICLE "LENDER" means FINOVA Capital Corporation  and  its successors
and assigns with respect to the Loan.
ARTICLE
     ARTICLE  "LIEN"  means  a  lien  (statutory  or  otherwise),  security
interest,  deed  of  trust,  deed  to  secure  debt, claim, charge, pledge,
license, equity, option, conditional sales contract,  easement, assessment,
levy,   covenant,   condition,  right  of  way,  reservation,  restriction,
exception, limitation, charge or encumbrance of any nature whatsoever.
ARTICLE
     ARTICLE "LIQUIDATION  PERIOD"  has  the  meaning  set forth in Section
11.7.
ARTICLE
     ARTICLE  "LIQUIDATOR"  means  a  Person  appointed  by the  Management
Committee to oversee the liquidation of the Company in accordance  with the
terms hereof.
ARTICLE
     ARTICLE "LOAN" shall mean the principal amount of the loan made by the
Lender pursuant to the Loan Agreement and outstanding from time to time and
due the Lender under the Loan Agreement.
ARTICLE
     ARTICLE "LOAN AGREEMENT" shall mean the Secured Loan Agreement between
FINOVA Capital Corporation, as Lender, and AIR 41 LLC, as Borrower.
ARTICLE
     ARTICLE  "LOAN  DOCUMENTS"  means  the  Loan Agreement and any and all
other  documents  that  are  executed  and  delivered  in  connection  with
obtaining the Loan.
ARTICLE
     ARTICLE  "LOSSES"  has  the meaning set forth  in  the  definition  of
"PROFITS" and "LOSSES".
ARTICLE
     ARTICLE "MANAGEMENT COMMITTEE"  has  the  meaning set forth in Section
6.1(a).
ARTICLE
     ARTICLE "MANAGER" means any of the individuals  designated by a Member
in  accordance  with  Article VI to serve on the Management  Committee  and
"MANAGERS" means all of such individuals.
ARTICLE
     ARTICLE  "MANUALS AND  TECHNICAL  RECORDS"  means  all  such  manuals,
technical data, log books and other records pertaining to the Aircraft.
ARTICLE
     ARTICLE "MEMBER"  means,  for the period such Person has not ceased to
be a member of the Company, AirCorp,  IASG  or  any  permitted successor to
their respective Units in accordance with Section 10.3, and "MEMBERS" means
all of such Persons.
ARTICLE
     ARTICLE  "MEMBER  NONRECOURSE  DEBT" has the meaning  given  the  term
"partner nonrecourse debt" in Section 1.704-2(b)(4) of the Regulations.
ARTICLE
     ARTICLE "MEMBER NONRECOURSE DEBT  MINIMUM  GAIN" means an amount, with
respect to each Member Nonrecourse Debt, equal to  the  Minimum  Gain  that
would  result if such Member Nonrecourse Debt were treated as a Nonrecourse
Liability,  determined  in  accordance  with  Section  1.704-2(i)(3) of the
Regulations.
ARTICLE
     ARTICLE "MEMBER NONRECOURSE DEDUCTIONS" has the meaning given the term
"partner  nonrecourse  deductions"  in  Sections 1.704-2(i)(1)  and  1.704-
2(i)(2) of the Regulations.
ARTICLE
     ARTICLE "MINIMUM GAIN" has the meaning  given  the  term  "partnership
minimum gain" in Sections 1.704-2(b)(2) and 1.704-2(d) of the Regulations.
ARTICLE
     ARTICLE "NET OPERATING CASH FLOW" has the meaning set forth in Section
5.1.
ARTICLE
     ARTICLE "NONRECOURSE DEDUCTIONS" has the meaning set forth  in Section
1.704-2(b)(1) of the Regulations.
ARTICLE
     ARTICLE  "NONRECOURSE LIABILITY" has the meaning set forth in  Section
1.704-2(b)(3) of the Regulations.
ARTICLE
     ARTICLE "PERCENTAGE  INTEREST" means, with respect to any Member as of
any date, the ratio (expressed as a percentage) of the number of Units held
by such Member on such date  to  the aggregate Units held by all Members on
such date.  The initial Percentage  Interest of each Member is set forth in
Section 3.1.
ARTICLE
     ARTICLE  "PERSON"  means an individual,  partnership,  joint  venture,
corporation, trust or other association or entity.
ARTICLE
     ARTICLE "PERMITTED TRANSFEREE"  has  the  meaning set forth in Section
10.2.
ARTICLE
     ARTICLE "PREFERRED RETURN" has the meaning set forth in Section 5.1.
ARTICLE
     ARTICLE  "PROFITS"  and "LOSSES" mean, for each  Allocation  Year,  an
amount equal to the Company's  taxable  income  or loss for such Allocation
Year, determined in accordance with Section 703(a)  of  the  Code (for this
purpose, all items of income, gain, loss or deduction required to be stated
separately pursuant to Section 703(a)(1) of the Code shall be  included  in
taxable   income   or   loss),  with  the  following  adjustments  (without
duplication):
ARTICLE
          ARTICLE (i) any income of the Company that is exempt from federal
     income tax and not otherwise  taken  into account in computing Profits
     or Losses pursuant to this definition  shall  be added to such taxable
     income or loss;
ARTICLE
          ARTICLE (ii) any expenditures of the Company described in Section
     705(a)(2)(B)  of  the  Code  or  treated as Code Section  705(a)(2)(B)
     expenditures   pursuant   to  Section  1.704-1(b)(2)(iv)(I)   of   the
     Regulations, and not otherwise taken into account in computing Profits
     or Losses pursuant to this  definition  shall  be subtracted from such
     taxable income or loss;
ARTICLE
          ARTICLE (iii) in the event the Gross Asset  Value of any asset of
     the  Company  is  adjusted pursuant to clauses (ii) or  (iii)  of  the
     definition of Gross  Asset  Value, the amount of such adjustment shall
     be treated as an item of gain  (if such adjustment increases the Gross
     Asset Value of such asset) or an  item  of  loss  (if  such adjustment
     decreases the Gross Asset Value of such asset) from the disposition of
     such asset and shall be taken into account for purposes  of  computing
     Profits or Losses;
          ARTICLE  (iv)  gain  or  loss  resulting from any disposition  of
     Property with respect to which gain or  loss is recognized for federal
     income tax purposes shall be computed by  reference to the Gross Asset
     Value of Property disposed of, notwithstanding  that  the adjusted tax
     basis of such Property differs from its Gross Asset Value;
ARTICLE
          ARTICLE (v) in lieu of the depreciation, amortization  and  other
     cost  recovery deductions taken into account in computing such taxable
     income  or  loss,  there  shall be taken into account Depreciation for
     such Allocation Year;
ARTICLE
          ARTICLE (vi) to the extent  an  adjustment  to  the  adjusted tax
     basis of any asset of the Company in accordance with Section 734(b) of
     the  Code  is required, pursuant to Section 1.704-(b)(2)(iv)(M)(4)  of
     the Regulations,  to  be  taken  into  account  in determining Capital
     Accounts as a result of a distribution other than  in liquidation of a
     Member's interest in the Company, the amount of such  adjustment shall
     be treated as an item of gain (if such adjustment increases  the basis
     of such asset) or loss (if such adjustment decreases such basis)  from
     the  disposition  of  such  asset  and shall be taken into account for
     purposes of computing Profits or Losses; and
ARTICLE
          ARTICLE  (vii)  notwithstanding  any   other  provision  of  this
     definition, any items that are specially allocated pursuant to Section
     4.3  or 4.4 shall not be taken into account in  computing  Profits  or
     Losses.
ARTICLE
     ARTICLE  The  amounts of the items of  income, gain, loss or deduction
available to be specially  allocated pursuant to Sections 4.3 and 4.4 shall
be determined by applying rules analogous to those set forth in clauses (i)
through (vi) of this definition.
ARTICLE
     ARTICLE "PROPERTY" means  all  real  property  and  personal  property
acquired  by  the  Company  (including,  without  limitation, cash) and any
improvements  thereto,  and  shall  include  both tangible  and  intangible
property.
ARTICLE
     ARTICLE  "REGULATIONS"  means  the Income Tax  Regulations,  including
Temporary Regulations, promulgated under  the Code, as such Regulations are
amended from time to time.
ARTICLE
     ARTICLE "REGULATORY ALLOCATIONS" has the  meaning set forth in Section
4.4.
ARTICLE
     ARTICLE "SELLING PARTY" has the meaning set forth in Section 10.5(a).
ARTICLE
     ARTICLE "SIGNIFICANT TRANSACTION" has the meaning set forth in Section
6.7.
ARTICLE
     ARTICLE  "TAX MATTERS MEMBER" has the meaning  set  forth  in  Section
9.4(a).
ARTICLE
     ARTICLE "TRANSFER" has the meaning set forth in Section 10.1(a).
ARTICLE
     ARTICLE "UNITS"  means  the  ownership  interest in the Company, which
includes, but is not limited to, any and all benefits  to  which the holder
of such Unit may be entitled as provided in this Agreement,  together  with
all  obligations  with which such interest holder must comply in accordance
with the terms and  provisions  of  this  Agreement.  The number of initial
Units of each Member is set forth in Section 3.1.
ARTICLE
     ARTICLE "UNPAID PREFERRED RETURN ACCOUNT" has the meaning set forth in
Section 5.1.
ARTICLE
     ARTICLE "WHOLLY OWNED AFFILIATE" of any  Person means (i) an Affiliate
of such Person one hundred percent (100%) of the voting stock or beneficial
ownership of which is owned directly by such Person  or by any Person that,
directly or indirectly, owns one hundred percent (100%) of the voting stock
or beneficial ownership of such Person, (ii) an Affiliate  of  such  Person
that, directly or indirectly, owns one hundred percent (100%) of the voting
stock  or  beneficial  ownership  of  such  Person and (iii) any Person one
hundred percent (100%) of the voting stock or beneficial ownership of which
is owned directly by an Affiliate described in  clause  (i) or (ii) of this
definition.
ARTICLE
****ARTII. :  THE COMPANYARTICLE II  THE COMPANY
ARTICLE
     ARTICLE SECTION 2.1A FORMATIONSection 2.1a Formation  .   The  Company
has  been  formed  prior to the Closing Date as a limited liability company
under and pursuant to  the  provisions  of  the  Act.   The  fact  that the
Certificate is on file in the Office of the Secretary of State of the State
of Delaware shall constitute notice that the Company is a limited liability
company.   Simultaneously  with  the  execution of this Agreement, each  of
AirCorp and IASG shall be admitted as members  of  the Company.  The rights
and  liabilities of the Members shall be as provided  under  the  Act,  the
Certificate  and this Agreement.  The Certificate, as amended, presented to
the Members prior to the Closing Date is hereby approved by the Members and
all actions taken  by the Company's counsel, King & Spalding, in connection
with the formation of  the  Company are hereby ratified and approved by the
Members.  A copy of such Certificate is attached as Exhibit A hereto.
ARTICLE
     ARTICLE SECTION 2.2A NAMESection  2.2a  Name  .   All  business of the
Company shall be conducted in its name.  The Management Committee  may from
time  to  time  change the name of the Company upon ten (10) Business Days'
prior written notice to the Members.
ARTICLE
     ARTICLE SECTION  2.3A PURPOSESSection 2.3a Purposes .  Notwithstanding
any  other provision of  this  Agreement  or  any  provision  of  law  that
otherwise  so  empowers  the Company, the purposes for which the Company is
organized are limited solely  to  (a)  acquiring, owning, holding, leasing,
maintaining,   managing,   financing,   pledging,    mortgaging,   selling,
transferring,  exchanging  and  otherwise dealing with and  exploiting  the
Aircraft, the Engines and the airframes,  (b)  obtaining the Loan, entering
into the Loan Agreement and the other Loan Documents,  and consummating the
transactions  contemplated by the Loan Documents, and (c)  transacting  any
and all lawful  business  for  which  a  limited  liability  company may be
organized  under  the  laws  of  the  State  of  Delaware that is incident,
necessary and appropriate to accomplish the foregoing.
ARTICLE
     ARTICLE SECTION 2.4A PRINCIPAL PLACE OF BUSINESSSection 2.4a Principal
Place of Business .  The principal place of business  of  the Company shall
initially  be 1954 Airport Road, Suite 200, Atlanta, Georgia,  30341.   The
registered office  of  the Company in the State of Delaware shall initially
be at 1209 Orange Street,  Newcastle  County,  Wilmington,  Delaware 19801.
The  Management Committee may from time to time change the principal  place
of business or the registered office of the Company to any other place upon
ten (10) Business Days' prior written notice to the Members.
ARTICLE
     ARTICLE  SECTION 2.5A TERMSection 2.5a Term .  The term of the Company
shall commence  on  the  date the Certificate is filed in the office of the
Secretary of State of the  State of Delaware in accordance with the Act and
shall continue until the dissolution  and  the completion of the winding up
and liquidation of the Company in accordance with Article XI.
ARTICLE
     ARTICLE SECTION 2.6A FILINGS; AGENT FOR SERVICE OF PROCESSSection 2.6a
Filings; Agent for Service of Process .
ARTICLE
     *a)DELAWARE FILINGS.  Subject to the terms  hereof and Applicable Law,
the  Management  Committee  shall  take  any  and  all  actions  reasonably
necessary to perfect and maintain the status of the Company  as  a  limited
liability  company  under  the  Applicable  Laws  of the State of Delaware,
including,  but  not  limited  to,  the  preparation  and  filing  of  such
documents,  instruments and publications as may be required  by  Applicable
Law.
(
     *b)OTHER  FILINGS.   The  Members  and  the Management Committee shall
execute and cause to be filed original or amended  certificates  and  shall
take  any  and  all other actions as may be reasonably necessary to perfect
and maintain the  status  of  the Company as a limited liability company or
its qualification to do business  under  the  Applicable  Laws of any other
jurisdictions in which the Company engages in business.
(
     *c)AGENT FOR SERVICE OF PROCESS.  The registered agent  for service of
process  on  the  Company in the State of Delaware shall be the Corporation
Trust Company or any  successor  as  appointed  by the Management Committee
upon ten (10) Business Days' prior written notice to the Members.
(
     *d)CERTIFICATE OF CANCELLATION.  Upon the dissolution  and  completion
of the winding up and liquidation of the Company in accordance with Article
XI, the Management Committee shall promptly execute and cause to be filed a
Certificate  of  Cancellation  in  accordance  with the Act and any similar
filing  under the Applicable Laws of any other jurisdiction  in  which  the
Management Committee deems such filing necessary or advisable.
(
     (SECTION  2.7A  TITLE TO PROPERTYSection 2.7a Title to Property .  All
Property owned by the  Company  shall  be owned by the Company as an entity
and no Member shall have any ownership interest  in  such  Property in such
Member's name.  At all times after the Closing Date, the Company shall hold
title to all Property in the name of the Company and not in the name of any
Member.  Units shall be the personal property of the owner thereof  for all
purposes.
(
     (SECTION  2.8A PAYMENTS OF INDIVIDUAL OBLIGATIONSSection 2.8a Payments
of Individual Obligations  .  The Company's credit and assets shall be used
solely for the benefit of the Company, and no asset of the Company shall be
transferred or encumbered for,  or in payment of, any individual obligation
of any Member.
(
     (SECTION   2.9A   INDEPENDENT   ACTIVITIESSection   2.9a   Independent
Activities .  Each Manager shall be required  to  devote  such  time to the
affairs  of  the  Company  as  may  be  necessary to fulfill such Manager's
responsibilities and obligations hereunder  and under the Act, and shall be
free to serve any other Person or enterprise  in  any  capacity  that  such
Manager may deem appropriate in such Manager's discretion.
(
****ARTIII. :  CAPITAL CONTRIBUTIONSARTICLE III  CAPITAL CONTRIBUTIONS
ARTICLE
     ARTICLE SECTION 3.1A INITIAL CAPITAL CONTRIBUTIONSSection 3.1a Initial
Capital  Contributions  .   The name, address, initial Capital Contribution
and initial Percentage Interest of each of the Members are as follows:
ARTICLE
ARTICLE
<TABLE>
<CAPTION>
ARTICLE                                     ARTICLE      ARTICLE    ARTICLE
ARTICLE NAMES AND ADDRESSES                    ARTICLE     ARTICLE  ARTICLE
                                               INITIAL   PERCENTAGE INITIAL
                                               CAPITAL    INTEREST   UNITS
                                            CONTRIBUTION
<S>                                         <C>          <C>        <C>
                                            ARTICLE      ARTICLE    ARTICLE
ARTICLE AirCorp, Inc.                        ARTICLE $2    ARTICLE  ARTICLE
ARTICLE 3890 West Northwest Highway          million in      50%     2,000
ARTICLE Dallas, TX 75220                        cash
                                            ARTICLE      ARTICLE    ARTICLE
ARTICLE International Airline Support        ARTICLE $2    ARTICLE  ARTICLE
Group, Inc.                                  million in      50%     2,000
ARTICLE 1954 Airport Road, Suite 200            cash
ARTICLE Atlanta, GA 30341
</TABLE>

ARTICLE
     ARTICLE  SECTION  3.2A ADDITIONAL  CAPITAL  CONTRIBUTIONSSection  3.2a
Additional Capital Contributions  .   Except  as  provided  in  Section 3.3
herein, the Members may make Additional Capital Contributions only with the
written consent of all Members.  Except as provided in Section 3.3  herein,
the  making  of  any  Additional  Capital Contribution shall not change the
Percentage Interest and Units of each Member unless the Members unanimously
agree otherwise.
ARTICLE
     ARTICLE SECTION 3.3A AIRCRAFT  LOAN  CAPITAL  CONTRIBUTIONSection 3.3a
Aircraft Loan Capital Contribution .
ARTICLE
     *a)GENERAL.   AirCorp  and  IASG shall each be obligated  to  make  an
Additional Capital Contribution in  accordance  with  the terms of the Loan
Documents  (the  "AIRCRAFT  LOAN CAPITAL CONTRIBUTION").   The  amount  and
nature of the Aircraft Loan Capital  Contribution  may  vary  from  time to
time,  as  provided  for  under  the Loan Documents.  At all times that the
Aircraft Loan Capital Contribution  is  in  effect,  AirCorp and IASG shall
each  be  liable  for  one-half  ( 1/2 ) of such obligation.   In  lieu  of
contributing cash, AirCorp and IASG  may  contribute  a letter of credit or
other instrument, provided the Management Committee approves  and  provided
such  instrument  is permitted under the terms of the Loan Documents.   The
Aircraft Loan Capital  Contribution  shall  specifically  not  include  the
"Limited Guarantee" provided by AirCorp under the Loan Documents.
(
     *b)UNITS.   As a result of the Aircraft Loan Capital Contribution, the
Company shall allocate  an  additional Units equal to (x) the amount of the
Aircraft Loan Capital Contribution  divided  by  (y)  one  thousand dollars
($1,000).  The Company will allocate these additional Units  to the Members
in  proportion  to  the  respective  shares  of  the  Aircraft Loan Capital
Contribution made or maintained by the Members as of any given date.
(
     *c)FAILURE OF MEMBER TO SATISFY ITS SHARE.  If a Member, be it AirCorp
or IASG (the "DEFAULTER"), fails, in whole or in part,  to make or maintain
its share of the Aircraft Loan Capital Contribution at any  time  that such
obligation  is  in  effect,  then the other Member (the "INTERVENOR") shall
have the rights described in this Section 3.3(c).
(
          *(1)The Intervenor shall  have the right, at its sole discretion,
     to make and maintain all or a part of the portion of the Aircraft Loan
     Capital Contribution that the Defaulter failed to make or maintain.
(
          *(2)The Intervenor shall maintain  a  record  of  the  costs  and
     expenses  incurred in exercising its rights under this Section 3.3(c),
     including,   without  limitation,  any  and  all  applicable  banking,
     accounting and  legal  fees, any interest expense (whether actual or a
     reasonable deemed interest  expense),  and  actual cash contributions.
     The  Intervenor  shall provide a written summary  of  such  costs  and
     expenses to the Company  and  the Defaulter on a periodic basis.  Such
     costs and expenses shall constitute  a claim of the Intervenor against
     the Defaulter.  Notwithstanding anything  else  in this Agreement, the
     Company  shall  offset the entire amount of any distributions  to  the
     Defaulter to satisfy  such  claim, until such time as the entire claim
     has been satisfied.  The Intervenor shall also have all other remedies
     provided for under Applicable Law.
(
          *(3)On any day on which  the Intervenor makes or maintains all or
     a  part  of  the  Defaulter's  share  of  the  Aircraft  Loan  Capital
     Contribution under this Section 3.3(c), the Company shall allocate the
     additional Units described in Section  3.3(b)  in accordance with each
     Member's share of the Aircraft Loan Capital Contribution, after taking
     into  account  the  Intervenor's  exercise  of its rights  under  this
     Section 3.3(c).  The parties agree and acknowledge  that except in the
     case  where  AirCorp  and IASG make and maintain equal shares  of  the
     Aircraft Loan Capital Contribution,  the  Percentage Interests of such
     Members shall increase or decrease, as the case may be, to reflect the
     Company's allocation of additional Units, and the Intervenor may, as a
     result,  be  allocated  a  greater  share than the  Defaulter  of  the
     Company's Profit and Loss, and receive a greater distribution than the
     Defaulter  of the Company's Net Operating  Cash  Flow  (including  the
     Preferred Return) and Capital Proceeds.
(
          *(4)At  any  time  after  the Intervenor's exercise of its rights
     under this Section 3.3(c), the Defaulter  may  provide  notice  to the
     Company  and the Intervenor of its intention to make and maintain  its
     full share  of  the Aircraft Loan Capital Contribution.  The Defaulter
     shall be entitled to make and maintain the portion of its share of the
     Aircraft Loan Capital  Contribution that it failed to make or maintain
     at such earlier time only  after  the  Defaulter  has  reimbursed  the
     Intervenor  in cash the balance of any costs and expenses described in
     Section 3.3(c)(ii).   Upon  the  Defaulter  making and maintaining its
     full  share  of  the Aircraft Loan Capital Contribution,  the  Company
     shall allocate the additional Units in accordance with Section 3.3(b),
     but in no event shall  the  Defaulter's  reimbursement  of  costs  and
     expenses  be  treated  as a Capital Contribution by the Defaulter or a
     reduction in Capital Contributions with respect to the Intervenor.
(
****ARTIII. :  ALLOCATIONS OF  PROFIT  AND  LOSSARTICLE  IV  ALLOCATIONS OF
PROFIT AND LOSS
ARTICLE
     ARTICLE  SECTION  4.1A  PROFITSSection  4.1a  Profits .  After  giving
effect  to  the  special  allocations set forth in Sections  4.3  and  4.4,
Profits for any Allocation  Year  shall  be  allocated  to  each  Member in
proportion to such Member's Percentage Interest.
ARTICLE
     ARTICLE SECTION 4.2A LOSSESSection 4.2a Losses .  After giving  effect
to the special allocations set forth in Sections 4.3 and 4.4 and subject to
Section  4.5,  Losses  for  any  Allocation Year shall be allocated to each
Member in proportion to such Member's Percentage Interest.
ARTICLE
     ARTICLE   SECTION  4.3A  SPECIAL   ALLOCATIONSSection   4.3a   Special
Allocations .  The  following  special  allocations  shall  be  made in the
following order:
ARTICLE
     *a)MINIMUM  GAIN CHARGEBACK.  Except as otherwise provided in  Section
1.704-2(f) of the  Regulations, notwithstanding any other provision of this
Article  IV, if there  is  a  net  decrease  in  Minimum  Gain  during  any
Allocation  Year,  each Member shall be specially allocated items of income
and gain for such Allocation Year (and, if necessary, subsequent Allocation
Years) in an amount  equal  to  such  Member's share of the net decrease in
Minimum  Gain, determined in accordance  with  Section  1.704-2(g)  of  the
Regulations.   Allocations  pursuant to the previous sentence shall be made
in proportion to the respective  amounts  required  to be allocated to each
Member pursuant thereto.  The items to be so allocated  shall be determined
in  accordance  with  Sections  1.704-2(f)(6)  and  1.704-2(j)(2)   of  the
Regulations.   This  Section  4.3(a) is intended to comply with the minimum
gain chargeback requirement in  Section  1.704-2(f)  of the Regulations and
shall be interpreted consistent therewith.
(
     *b)MEMBER  MINIMUM GAIN CHARGEBACK.  Except as otherwise  provided  in
Section  1.704-2(i)(4)   of  the  Regulations,  notwithstanding  any  other
provision of this Article  IV,  if  there  is  a net decrease in the Member
Nonrecourse  Debt Minimum Gain attributable to a  Member  Nonrecourse  Debt
during any Allocation  Year,  each  Member  who  has a share of such Member
Nonrecourse Debt Minimum Gain, determined in accordance with Section 1.704-
2(i)(5) of the Regulations, shall be specially allocated  items  of  income
and gain for such Allocation Year (and, if necessary, subsequent Allocation
Years)  in  an  amount  equal to such Member's share of the net decrease in
such Member Nonrecourse Debt,  determined in accordance with Section 1.704-
2(i)(4) of the Regulations.  Allocations  pursuant to the previous sentence
shall  be  made  in proportion to the respective  amounts  required  to  be
allocated to each  Member  pursuant  thereto.  The items to be so allocated
shall be determined in accordance with  Sections  1.704-2(i)(4)  and 1.704-
2(j)(2) of the Regulations.  This Section 4.3(b) is intended to comply with
the  minimum  gain  chargeback requirement in Section 1.704-2(i)(4) of  the
Regulations and shall be interpreted consistent therewith.
(
     *c)QUALIFIED INCOME  OFFSET.   In  the  event  any Member unexpectedly
receives any adjustments, allocations or distributions described in Section
1.704-1(b)(2)(ii)(D)(4), 1.704-1(b)(2)(ii)(D)(5) or 1.704-1(b)(2)(ii)(D)(6)
of the Regulations, items of income and gain shall be  specially  allocated
to  such  Member  in  an amount and manner sufficient to eliminate, to  the
extent required by the Regulations, the Adjusted Capital Account Deficit of
such Member as soon as  possible,  PROVIDED  that an allocation pursuant to
this  Section 4.3(c) shall be made only if and  to  the  extent  that  such
Member  would  have  an  Adjusted  Capital  Account Deficit after all other
allocations provided for in this Article IV have  been  tentatively made as
if this Section 4.3(c) were not in this Agreement.
(
     *d)GROSS  INCOME ALLOCATION.  In the event any Member  has  a  deficit
Capital Account  at the end of any Allocation Year that is in excess of the
sum of (i) the amount  such  Member is obligated to restore pursuant to the
penultimate sentences of Sections  1.704-2(g)(1)  and  1.704-2(i)(5) of the
Regulations, each such Member shall be specially allocated  items of income
and gain in the amount of such excess as quickly as possible, PROVIDED that
an allocation pursuant to this Section 4.3(d) shall be made only  if and to
the extent that such Member would have a deficit Capital Account in  excess
of  such  sum  after  all other allocations provided for in this Article IV
have been made as if Section  4.3(c)  and  this  Section 4.3(d) were not in
this Agreement.
(
     *e)NONRECOURSE DEDUCTIONS.  Nonrecourse Deductions  for any Allocation
Year  shall  be  specially allocated to each Member in proportion  to  such
Member's Percentage Interest.
(
     *f)MEMBER NONRECOURSE  DEDUCTIONS.   Any Member Nonrecourse Deductions
for any Allocation Year shall be specially  allocated  to  the  Member  who
bears the economic risk of loss with respect to the Member Nonrecourse Debt
to  which such Member Nonrecourse Deductions are attributable in accordance
with Section 1.704-2(i)(1) of the Regulations.
(
     *g)SECTION  754  ADJUSTMENTS.   To  the  extent  an  adjustment to the
adjusted tax basis of any asset of the Company pursuant to  Section  734(b)
or   743(b)   of   the   Code  is  required,  in  accordance  with  Section
1.704-1(b)(2)(iv)(M)(2) or  1.704-1(b)(2)(iv)(M)(4)  of the Regulations, to
be taken into account in determining Capital Accounts  as  the  result of a
distribution to a Member in complete liquidation of such Member's  interest
in the Company, the amount of such adjustment to Capital Accounts shall  be
treated  as  an item of gain (if such adjustment increases the basis of the
asset) or loss  (if  such adjustment decreases such basis) and such gain or
loss shall be specially  allocated  (i)  to  each Member in accordance with
such      Member's      Percentage      Interest      in      the     event
Section 1.704-1(b)(2)(iv)(M)(2) of the Regulations applies or (ii)  to  the
Member    to    whom    such   distribution   was   made   in   the   event
Section 1.704-1(b)(2)(iv)(M)(4) of the Regulations applies.
(
     *h)ALLOCATIONS RELATING  TO  TAXABLE  ISSUANCE  OF UNITS.  Any income,
gain,  loss  or deduction realized as a direct or indirect  result  of  the
issuance of Units  by  the Company to a Member (the "ISSUANCE ITEMS") shall
be allocated among the Members  so  that,  to  the extent possible, the net
amount of such Issuance Items, together with all  other  allocations  under
this  Agreement  to each Member shall be equal to the net amount that would
have been allocated  to each such Member if the Issuance Items had not been
realized.
(
     (SECTION 4.4A CURATIVE  ALLOCATIONSSection 4.4a Curative Allocations .
The allocations set forth in Sections  4.3(a), (b), (c), (d), (e), (f), (g)
and 4.5 (collectively, the "REGULATORY ALLOCATIONS") are intended to comply
with certain requirements of the Regulations.   It  is  the  intent  of the
Members  that, to the extent possible, all Regulatory Allocations shall  be
offset either with other Regulatory Allocations or with special allocations
of other items  of  income,  gain,  loss  or  deduction  pursuant  to  this
Section  4.4.   Therefore,  notwithstanding  any  other  provision  of this
Article   IV  (other  than  the  Regulatory  Allocations),  the  Management
Committee shall  make  such offsetting special allocations of income, gain,
loss or deduction in whatever  manner  it  determines  appropriate so that,
after such offsetting allocations are made, each Member's  Capital  Account
balance  is,  to  the extent possible, equal to the Capital Account balance
such Member would have  had  if the Regulatory Allocations were not part of
this  Agreement  and  all the Company  items  were  allocated  pursuant  to
Sections 4.1, 4.2 and 4.3(h).
(
     (SECTION 4.5A LOSS  LIMITATIONSection  4.5a  Loss Limitation .  Losses
allocated pursuant to Section 4.2 shall not exceed  the  maximum  amount of
Losses that can be allocated without causing any Member to have an Adjusted
Capital  Account  Deficit at the end of any Allocation Year.  In the  event
some  but not all of  the  Members  would  have  Adjusted  Capital  Account
Deficits  as  a  consequence of an allocation of Losses pursuant to Section
4.2, Losses not allocable  to  any Member as a result of the limitation set
forth in this Section 4.5 shall  be  allocated  to  the  other  Members  in
accordance  with the positive balances in such Member's Capital Accounts so
as to allocate  the maximum permissible Losses to each Member under Section
1.704-1(b)(2)(ii)(D) of the Regulations.
(
     (SECTION 4.6A  OTHER  ALLOCATION  RULESSection  4.6a  Other Allocation
Rules .
(
     *i)PERIOD.   For  purposes of determining the Profits, Losses  or  any
other items allocable to  any  period,  Profits,  Losses and any such other
items shall be determined on a daily, monthly or other  basis as determined
by the Management Committee using any permissible method  under Section 706
of the Code and the Regulations thereunder.
(
     *j)REPORTING.   Each  of  the  Members  is  aware  of  the income  tax
consequences of the allocations made by this Article IV and shall  be bound
by  the  provisions of this Article IV in reporting such Member's share  of
the Company income and loss for income tax purposes.
(
     *k)EXCESS NONRECOURSE LIABILITIES.  Solely for purposes of determining
a Member's  proportionate  share of the "excess nonrecourse liabilities" of
the Company within the meaning of Section 1.752-3(a)(3) of the Regulations,
each Member's interest in the  profits  of  the Company is in proportion to
such Member's Percentage Interest.
(
     *l)NET CASH FLOW DISTRIBUTIONS.  To the  extent  permitted  by Section
1.704-2(h)(3)  of  the Regulations, the Management Committee shall endeavor
to treat distributions  of  Net  Cash  Flow  as  having  been made from the
proceeds of a Nonrecourse Liability or a Member Nonrecourse  Debt  only  to
the  extent  that  such  distributions  would cause or increase an Adjusted
Capital Account Deficit for any Member.
(
     (SECTION  4.7A CODE SECTION 704(C) TAX  ALLOCATIONSSection  4.7a  Code
Section 704(c) Tax  Allocations .  In accordance with Section 704(c) of the
Code and the Regulations  thereunder, income, gain, loss and deduction with
respect to any Property contributed  to  the  capital of the Company shall,
solely  for tax purposes, be allocated among the  Members  so  as  to  take
account of any variation between the adjusted basis of such Property to the
Company for  federal  income tax purposes and its initial Gross Asset Value
using the remedial allocation  method  pursuant  to  the  Regulations under
Section 704(c) of the Code.
(
     (In  the  event the Gross Asset Value of any asset of the  Company  is
adjusted pursuant  to  clause  (ii) of the definition of Gross Asset Value,
subsequent allocations of income,  gain, loss and deduction with respect to
such asset shall take account of any  variation  between the adjusted basis
of such asset for federal income tax purposes and  its Gross Asset Value in
the  same manner as under Section 704(c) of the Code  and  the  Regulations
thereunder.   Any elections or other decisions relating to such allocations
shall be made by  the  Management  Committee  in any manner that reasonably
reflects the purpose and intention of this Agreement.  Allocations pursuant
to this Section 4.7 are solely for purposes of  federal,  state  and  local
taxes  and  shall  not  affect,  or  in  any  way  be taken into account in
computing, any Member's Capital Account or share of  Profits, Losses, other
items or distributions pursuant to any provision of this Agreement.
(
****ARTIIII. :  DISTRIBUTIONSARTICLE V  DISTRIBUTIONS
ARTICLE
     ARTICLE SECTION 5.1A DEFINITIONSSection 5.1a Definitions .
ARTICLE
     ARTICLE "CAPITAL PROCEEDS" means the gross receipts  received  by  the
Company or a Wholly Owned Affiliate from a Capital Transaction.
ARTICLE
     ARTICLE  "CAPITAL  TRANSACTION"  means  any  transaction  not  in  the
ordinary  course of business which results in the Company's receipt of cash
or other consideration  (exclusive  of  Capital  Contributions),  including
without  limitation,  the  sale, exchange, or other disposition of Property
not  in  the  ordinary  course  of   business,   financings,  refinancings,
condemnations,  recoveries of damage awards, and insurance  proceeds.   The
sale of Aircraft  for  cash  or  other  property shall constitute a Capital
Transaction.
ARTICLE
     ARTICLE  "NET OPERATING CASH FLOW" means,  with  respect  to  a  given
period, the amount  equal  to  the  excess  (if  any) of (a) the gross cash
proceeds   of   the  Company  (not  including  any  proceeds   of   Capital
Transactions) for such period over (b) the portion thereof used during such
period to pay or  establish  reserves  for  all  the Company expenses, Debt
payments,  capital  improvements,  replacements and contingencies,  all  as
determined by the Management Committee  (including  for  this  purpose  any
expenses  incurred  by AirCorp or IASG that are reimbursed by the Company).
Net Operating Cash Flow shall not be reduced by depreciation, amortization,
cost recovery deductions  or  similar allowances, but shall be increased by
any reductions of reserves previously  established  pursuant  to  the first
sentence  of  this  definition.   If  any  maintenance reserves or security
deposits are held by the Company incident to  a  lease  of  Aircraft,  such
amounts  shall not be treated as assets or income of the Company unless and
until and  only  to  the extent such amounts become property of the Company
under the terms of the  lease  under  which such amounts where delivered to
the Company.  Such reversion to the Company  shall  not  be  treated  as  a
Capital  Transaction  and  such  amounts  shall  not  be treated as Capital
Proceeds.
ARTICLE
     ARTICLE "PREFERRED RETURN" means, with respect to  a given period, the
amount equal to five percent (5%) of all rental payments  received  by  the
Company with respect to leases of the Aircraft.
ARTICLE
     ARTICLE   "UNPAID   PREFERRED   RETURN  ACCOUNT"  means  that  account
maintained by the Company for AirCorp and IASG, computed as follows: (a) if
the Net Operating Cash Flow of the Company  for a given period is less than
the Preferred Return for the same period, then  the Unpaid Preferred Return
Account  for  each  Member shall be increased by an  amount  equal  to  the
product of (x) such Member's Percentage Interest during such Period and (y)
the total shortfall during  such  period; and (b) the balance of the Unpaid
Preferred Return Account for each Member  shall  be decreased by the actual
amount  of  any distributions to such Member pursuant  to  Section  5.2(b).
Neither AirCorp  nor IASG shall have any right to the balance of the Unpaid
Preferred Return Account except as provided in this Article V.
ARTICLE
     ARTICLE SECTION  5.2A  DISTRIBUTION  OF NET OPERATING CASH FLOWSection
5.2a                                                   Distribution  of Net
Operating Cash Flow .  The Net Operating Cash Flow shall be distributed, no
more frequently than monthly, in the following order:
ARTICLE
     *a)FIRST,  to  AirCorp  and  IASG  in  proportion  to their Percentage
Interests and to the extent of the Preferred Return;
(
     *b) SECOND, to AirCorp and IASG in proportion to and  to the extent of
the balance of each such Member's Unpaid Preferred Return Account; and,
(
     *c)THIRD,  to  AirCorp  and  IASG,  in  proportion to their Percentage
Interests.
(
     (SECTION   5.3A   DISTRIBUTION   OF   CAPITAL   PROCEEDSSection   5.3a
Distribution of Capital Proceeds .  Reasonably soon after the occurrence of
a  Capital  Transaction,  the  Capital Proceeds arising from  such  Capital
Transaction shall be distributed in the following order:
(
     *d)FIRST, to the payment of all Debts of the Company;
(
     *e)SECOND, to the payment of  all  expenses of the Company incident to
the Capital Transaction;
(
     *f)THIRD, to the establishment of any  reserves  which  the Management
Committee deems necessary for Debts of the Company;
(
     *g)FOURTH, to AirCorp and IASG in proportion to and to the  extent  of
their Capital Accounts; and,
(
     *h)FIFTH,  to  AirCorp  and  IASG  in  proportion  to their Percentage
Interests.
(
     (SECTION  5.4A  AMOUNTS WITHHELDSection 5.4a Amounts Withheld  .   The
Company is authorized  to withhold from payments and distributions (or with
respect to allocations)  to the Members and to pay over to any Governmental
Authority, any amounts required  to  be so withheld pursuant to the Code or
any provisions of any other Applicable  Law,  and  shall  allocate any such
withheld  amounts  to  the  Members based upon the amount of such  payment,
distribution or allocation thereto.   All  amounts  so  withheld  shall  be
treated  as  amounts paid, distributed or allocated, as the case may be, to
the Members with  respect  to  such payment, distribution or allocation, as
the case may be, for all purposes under this Agreement.
(
     (SECTION 5.5A LIMITATIONS ON  DISTRIBUTIONSSection 5.5a Limitations on
Distributions .
(
     *i)GENERAL.  The Company shall  make  no  distributions to the Members
except  (i)  as  provided  in  this Article V and Article  XI  or  (ii)  as
otherwise agreed to by all of the Members.
(
     *j)INSOLVENCY.  A Member may  not  receive  a  distribution  from  the
Company  to  the  extent that, after giving effect to the distribution, all
liabilities of the Company, other than liabilities to Members on account of
their Capital Contributions,  would  exceed the fair value of the Company's
assets.
(
****ARTIIV. :  MANAGEMENTARTICLE VI  MANAGEMENT
ARTICLE
     ARTICLE  SECTION  6.1A  MANAGERS;  MANAGEMENT   COMMITTEESection  6.1a
Managers; Management Committee .
ARTICLE
     *a)MANAGEMENT  COMMITTEE.   The  management  of the Company  shall  be
vested in the committee of Managers designated by the  Members  as provided
in this Section 6.1 (the "MANAGEMENT COMMITTEE").
(
     *b)NUMBER AND DESIGNATION.  The Management Committee shall consist  of
four  (4)  Managers  of  which  each  of  AirCorp and IASG has the right to
designate two (2) Managers.  Each of AirCorp  and IASG hereby designate the
individuals identified on Exhibit B as Managers  of the Company until their
successors are designated, each such Manager being deemed designated by the
Member set forth opposite such Manager indicated on  Exhibit B.  Other than
with respect to the initial Managers listed on Exhibit B, each Member shall
designate its Managers by delivering to the Company its  written  statement
designating  its  Managers  and  setting  forth  the  business  address and
telephone number of such Managers.  A Manager shall remain a member  of the
Management  Committee  until removed by the Member designating such Manager
in accordance with Section  6.1(c).  Any Manager shall be free to designate
an alternate to serve in his or her place.
(
     *c)REMOVAL.  Each Member shall have the right, in its sole discretion,
to cause the removal at any time,  with  or  without cause, of the Managers
that such Member has previously designated.  Such removal shall be effected
by such Member delivering written notice to the  Company  of  such removal.
Such notice shall also designate the individual who shall fill the position
of  the  removed  Manager,  which designation shall be effected immediately
following such removal.
(
     *d)VACANCY.  If, as the  result  of  death,  disability, retirement or
resignation,  there  shall  exist or occur any vacancy  on  the  Management
Committee, the Member entitled  to  designate  such  former  Manager  shall
promptly   following   the  creation  of  such  vacancy  designate  another
individual to be the successor of such former Manager.
(
     *e)VOTING; QUORUM.   Each  Manager shall have one (1) vote.  Except as
otherwise provided in this Agreement  or  required  by  Applicable Law, all
actions of the Management Committee and all subcommittees  thereof shall be
taken in accordance with the terms hereof and shall require the affirmative
vote  of  the  majority  of  the  entire  Management  Committee  or  entire
subcommittee  thereof at a duly called and convened meeting at which quorum
is present.  The presence in person or by proxy of not less than a majority
of the entire Management  Committee  shall  constitute  a  quorum  for  the
transaction  of  business  by  the  Management  Committee.  The presence in
person or by proxy of not less than a majority of an entire subcommittee of
the Management Committee shall constitute a quorum  for  the transaction of
business by such subcommittee.
(
     *f)SIGNIFICANT  TRANSACTION.   Each  party  hereto  shall   take   all
necessary  action  to  prevent the Company and any Person controlled by the
Company  or  by  a Member from  taking  any  action  with  respect  to  any
Significant Transaction  without  (i)  the prior approval of the Management
Committee, such approval to be in accordance  with Section 6.1(e), (ii) the
appropriate  vote of the Members, if any, as required  by  Applicable  Law,
which vote shall  be  made in accordance with this Agreement, and (iii) the
prior written consent of the Lender, if required pursuant to Section 6.4.
(
     *g)STANDARD.  Each  Manager  shall  perform his duties as a Manager in
good faith, in a manner he reasonably believes  to  be in the best interest
of the Company, and with such care as an ordinarily prudent individual in a
like position would use under similar circumstances.   An individual who so
performs  his  duties shall not have any liability by reason  of  being  or
having been an Manager.
(
     *h)SUBCOMMITTEES.   The  Management  Committee shall have the power to
delegate authority to such subcommittees of  Managers, officers, employees,
agents and representatives of the Company as it  may from time to time deem
appropriate.   Any  delegation  of authority to take  any  action  must  be
approved  in  the  same manner as would  be  required  for  the  Management
Committee to approve such action directly.
(
     *i)NO LIABILITY.   A  Manager  shall  not  be liable under a judgment,
decree or order of court, or in any other manner, for a Debt, obligation or
liability of the Company.
(
     *j)DEADLOCK.  If an action (such as a lease,  sale, or other activity)
is  proposed  with  respect to an Aircraft, Engine, or  airframe,  and  the
Managers on the Management  Committee  cannot agree because an equal number
of Managers oppose the action as support  the  action,  then  the  deadlock
procedure of this Section 6.1(j) shall apply.  In such event, the Member(s)
who  designated  the  Manager(s)  who  oppose  the  action  (the  "Opposing
Members")  shall  be  required  to  purchase  for cash the Aircraft, Engine
and/or airframe which is the subject of the action  within thirty (30) days
after  the  other Member(s) (the "Proposing Members") give  notice  to  the
Opposing Members  of (i) the existence and nature of the deadlock, and (ii)
that  such  Proposing  Members  are  seeking  remedy  under  this  deadlock
procedure.  The  Opposing  Members  shall  be  obligated  to  purchase  the
Aircraft  for  an  amount  equal  to the sum of (x) the then-scheduled debt
balance with respect to such Aircraft plus (y) the portion of the Company's
Capital Contributions allocable to  such Aircraft.  In the event the action
relates to an Engine or airframe, the  amount  in  the  preceding  sentence
shall be adjusted to reflect the relative values of the two components.
(
     *k)INITIAL  MANAGERS.   As  provided  in  the Certificate, the Company
shall initially have two Managers, Alexius A. Dyer,  III, and James Wikert,
who shall constitute the initial Management Committee  of  the Company, and
who shall be the initial officers of the Management Committee, each holding
the title of "Managing Director" of the Company, with the powers  set forth
herein and in the Certificate.
(
     (SECTION   6.2A  MEETINGS  OF  THE  MANAGEMENT  COMMITTEESection  6.2a
Meetings of the Management Committee .
(
     *l)REGULAR MEETINGS.   The Management Committee shall establish times,
dates and places and requisite  notice requirements (not shorter than those
provided  in  Section  6.2(b))  for  regular  meetings  of  the  Management
Committee and shall adopt rules or procedures with respect to such meetings
(and  special meetings of the Management  Committee)  consistent  with  the
terms of  this  Agreement.   Unless  otherwise  approved  by the Management
Committee, each regular meeting of the Management Committee  shall  be held
at  the  Company's  principal  place  of  business.   At such meetings, the
Management  Committee  shall  transact  such  business as may  properly  be
brought  before  such  meeting,  whether  or  not notice  of  such  meeting
referenced the action taken at such meeting.
(
     *m)SPECIAL MEETINGS.  A special meeting of  the  Management  Committee
may  be called by any Manager.  Notice of each such meeting shall be  given
to each Manager in person or by overnight courier, telecopy or telegram (in
each case,  notice shall be given at least  two (2) days before the meeting
is to take place)  unless  a  longer  notice  period  is established by the
Management  Committee.  Each such notice shall state (i)  the  time,  date,
place or other  means  of  conducting  such meeting and (ii) the purpose of
such meeting.  No actions other than those specified in the notice therefor
may be considered at a special meeting of  the  Management Committee unless
such consideration is unanimously approved by all the members thereof.
(
     *n)WAIVER OF NOTICE.  Any Manager may waive  notice  of any meeting of
the  Management  Committee  in writing before, at, or after, such  meeting.
The attendance of a Manager at  a meeting of the Management Committee shall
constitute a waiver of notice of  such  meeting  thereby,  except when such
Manager  attends such meeting for the express purpose of objecting  to  the
transaction  of  any business thereat because such meeting was not properly
called.
(
     *o)MEETINGS BY  CONFERENCE  CALL.  Any action required to be taken, or
that may be taken, at a meeting of the Management Committee may be taken at
a  meeting  thereof  held  by  means  of   conference  telephone  or  other
communications equipment by means of which all individuals participating in
such meeting can hear each other.  Participation  in  such  a meeting shall
constitute presence in person at such meeting.
(
     *p)WRITTEN CONSENT.  Notwithstanding anything to the contrary  in this
Section  6.2,  the  Management Committee may take without a meeting thereof
any  action that may be  taken  by  the  Management  Committee  under  this
Agreement or the Act if a consent or consents in writing, setting forth the
action  so  taken, shall be signed by the Managers having not less than the
minimum number  of  votes that would be necessary to authorize or take such
action at a meeting of the Management Committee.
(
     *q)PARTICIPATION  RIGHTS.  At any meeting of the Management Committee,
any Manager may be accompanied  by  one or more individuals, who may attend
and participate in the deliberations  at  such  meeting; PROVIDED, HOWEVER,
such individuals shall not be deemed Managers for  any purposes whatsoever,
nor shall such individuals be entitled to vote on any  issue  voted upon by
the Members or the Management Committee or be counted for quorum  purposes;
and PROVIDED FURTHER, that nothing in this Section 6.2(f) shall prevent the
Management Committee (upon the joint determination of the Chairman  of  the
Management Committee and the deputy chairman of the Management Committee or
upon  the  request  of  either  one of them if both are not present at such
meeting) from conducting any part  of any such meeting in executive session
without the presence of any such individuals.
(
     (SECTION  6.3A  MANAGEMENT  COMMITTEE  POWERSSection  6.3a  Management
Committee Powers .
(
     *r)GENERAL(a)  General  .   Except   as  otherwise  provided  in  this
Agreement  or  by Applicable Law, all powers  to  control  and  manage  the
business and affairs  of  the  Company  shall  be exclusively vested in the
Management Committee and the Management Committee  may  exercise all powers
of  the Company and do all such lawful acts as are not by  Applicable  Law,
the Certificate  or  this Agreement directed or required to be exercised or
done by the Members and  in  so doing shall have the right and authority to
take all actions that the Management  Committee  deems necessary, useful or
appropriate for the management and conduct of the business of the Company.
(
     *s)OFFICERS(b) Officers .  The Management Committee  shall (i) appoint
the  Chief  Executive  Officer  and  the  other  officers  of  the Company,
(ii)  prescribe  the  respective  duties  and powers of the Chief Executive
Officer and such other officers and (iii) establish policies and guidelines
for the hiring of employees, if necessary in  the  sole  discretion  of the
Management  Committee, to permit the Company to act as an operating company
with  respect   to  its  business.   The  Management  Committee  may  adopt
appropriate management  incentive  plans  and  employee benefit plans.  The
initial officers of the Company, including their respective titles, are set
forth on Exhibit C.  The officers of the Company  shall  be responsible for
the day-to-day management of the Company, conducting, in the  name  and  on
behalf  of  the  Company,  the day-to-day business and affairs thereof, the
preparation and execution of  business  plans  and  Annual  Budgets and the
implementation of the actions and decisions of the Management Committee.
(
     (SECTION    6.4A    DUTIES   AND   OBLIGATIONS   OF   THE   MANAGEMENT
COMMITTEESection 6.4a                                            Duties and
Obligations of the Management Committee .
(
     *t)SEPARATE OPERATIONS.   Notwithstanding  any other provision of this
Agreement or any provision of law that otherwise  so  empowers the Company,
(i) from and after the date of this Agreement and until  the  Loan  and all
other  monetary  obligations  of  the  Company under the Loan Documents are
indefeasibly and fully satisfied, the Company  shall  not  take  any of the
following    actions   without   the   prior   written   consent   of   the
Lender:  (1) incur  any indebtedness or liabilities other than the Loan and
other monetary obligations  under  the  Loan  Documents, trade payables and
taxes  incurred  in  the  ordinary  course of the Company's  business,  and
indebtedness or liabilities permitted  by  the terms of the Loan Agreement,
(2) dissolve or liquidate, in whole or in part,  consolidate  or merge with
or  into  any other Person, or sell, convey, or transfer any of its  assets
(except to  the  extent such actions are permitted by the terms of the Loan
Agreement); (3) amend,  alter,  change  or  repeal any of the provisions of
Sections  2.3  or  6.4(a) of this Agreement, and  (ii)  the  Company  shall
conduct its dealings with its Affiliates on an independent and arm's-length
basis and on commercially  reasonable terms, and shall observe and maintain
its  legal  existence as separate  and  distinct  from  any  other  Person.
Without limiting  the  generality  of  the foregoing, the Company shall, in
order    to    preserve    and   ensure   its   separate    and    distinct
identity:  (A) maintain books, financial records and bank accounts that are
separate and distinct from the  books,  financial records and bank accounts
of  any  other  Person;  (B) not commingle any  of  its  assets,  funds  or
liabilities with the assets,  funds  or  liabilities  of  any other Person;
(C)  observe  all  appropriate  limited  liability  company procedures  and
formalities; (D) pay its own liabilities, losses and  expenses  only out of
its  own  funds;  (E)  not  guarantee or become obligated for the debts  or
obligations of any other Person;  (F)  not  hold  out  its  credit as being
available to satisfy the debts or obligations of any other Person; (G) hold
itself  out  as  an  entity  separate  and  distinct from any other  Person
(including   its  Affiliates);  (H)  correct  any  known   misunderstanding
regarding its  separate  identity;  (I) not make any loans to any Person or
buy or hold any indebtedness issued by  any  other  Person (except for cash
and investment-grade securities); (J) conduct its own  business  in its own
name; (K) hold all of its assets in its own name; (L) not pledge its assets
for the benefit of any other Person; (M) not identify itself as a  division
or  department  of  any other Person; (N) conduct transactions between  the
Company and third parties  in  the  name  of  the  Company and as an entity
separate   and  independent  from  each  of  its  Affiliates;   (O)   cause
representatives, employees and agents of the Company to hold themselves out
to third parties as being representatives, employees or agents, as the case
may be, of the  Company;  and  (P) not acquire or assume the obligations of
its Affiliates.
(
     *u)CONTINUED EXISTENCE; ACCOMPLISHMENT  OF  PURPOSES.   The Management
Committee  shall take all actions that may be necessary or appropriate  (i)
for  the continuation  of  the  Company's  valid  existence  as  a  limited
liability company under the Applicable Laws of the State of Delaware and of
each other jurisdiction in which such existence is necessary to protect the
limited  liability  of  the Members or to enable the Company to conduct the
business in which it is then engaged and (ii) for the accomplishment of the
purposes of the Company set  forth  in  Section  2.3(a), including, without
limitation,  the  acquisition, development, maintenance,  preservation  and
operation of Property  in  accordance with the provisions of this Agreement
and Applicable Laws.
(
     *v)RIGHTS OF INSPECTION;  AUDIT.   Within  one (1) month following the
commencement  of  each calendar year, each Member shall  consult  with  the
Management  Committee    regarding  the  number  (if  any),  time,  nature,
objective and scope of reviews,  meetings,  audits,  inspections and visits
such  Member intends to conduct under this Section 6.4(c)  for  such  year.
Notwithstanding  the  foregoing,  in the event a Member, from time to time,
has a question with respect to the Company operations, such Member shall be
entitled, upon reasonable notice to  the  Company,  during regular business
hours, (a) to inspect and audit the books and records  of  the Company (and
its  Wholly  Owned  Affiliates)  relating  to  the  Company operations,  or
otherwise,  and  (b) to visit and inspect, to the extent  the  Company  has
physical access thereto,  any  of  the  assets  owned,  leased, operated or
managed  by  the  Company  and any of the facilities at which  the  Company
operations take place.  The purpose of any audit, inspection or visit under
this Section 6.4(c) may include,  but  shall  not be required to be limited
to,  financial  auditing  and  the  review  and analysis  of  the  business
procedures and operations of the Company.  The Company shall cooperate with
all audits, inspections and visits under this  Section  6.4(c),  including,
but  not  limited  to,  the  Management  Committee,  the  Company's  senior
management  and  other  appropriate  officers  and employees of the Company
participating in reasonable interviews with employees  or  agents  of  such
Member  and  responding to any reasonable questions that such Member or its
agents may have.   Any audit, inspection or visit under this Section 6.4(c)
shall be conducted by  the personnel of a Member or its Affiliates or by an
independent  certified  public   accounting   firm   or   other   qualified
representatives  with  relevant  experience  selected  by  such  Member and
reasonably acceptable to the Company.  Such Member shall be responsible for
its  costs incurred in connection with such audit, inspection or visit  and
the out-of-pocket  expenses of the Company directly incurred as a result of
such  audit,  inspection   and  visit.   The  Company  shall  provide  such
personnel, firm and other representatives,  during  regular business hours,
with  access to its books and records and, to the extent  the  Company  has
physical  access  thereto,  any  of  the  assets owned, leased, operated or
managed by the Company and any of the facilities  at  which  its operations
take  place.   Such Member shall provide the Company and each other  Member
with a copy of any  report  of  the  findings  of, and recommendations with
respect to, such audit, inspection or visit prepared  by  or  on  behalf of
such Member, subject to legal privilege restrictions.
(
     (SECTION 6.5. REIMBURSEMENTSSection 6.5. Reimbursements .  The Company
shall reimburse the Members and the Managers for all expenses incurred  and
paid  by  any  of  them  as authorized by the Company in the conduct of the
Company's business.  Such  expenses shall not include any expenses incurred
in connection with the exercise  of  the  rights  of  a Member or a Manager
apart  from  the  authorized  conduct  of  the  Company's  business.    The
Management  Committee's  sole determination of which expenses are allocated
to and reimbursed as a result  of  the Company's activities or business and
the amount of such expenses shall be  conclusive.  Such reimbursement shall
be treated as expenses of the Company and shall not be deemed to constitute
distributions to any Member of Profit, Loss or capital of the Company.
(
     (SECTION   6.6.   INDEMNIFICATION   OF   THE    MANAGERSSection   6.6.
Indemnification of the Managers .
(
     *w)ACTIONS AND OMISSIONS OF MANAGERS.  Subject to  Section 6.6(d), the
Company, its receiver or its trustee shall indemnify, save harmless and pay
all judgments and claims (in the case of such receiver or  trustee,  to the
extent of Property) against any Manager relating to any liability or damage
incurred  by reason of any act performed or omitted to be performed by  any
Manager in  connection  with  the business, including reasonable attorneys'
fees incurred by the Manager in  connection  with the defense of any action
based on any such act or omission, which attorneys'  fees  may  be  paid as
incurred.
(
     *x)DERIVATIVE  SUIT.   Subject to Section 6.6(d), in the event of  any
action by a Member against any  Manager,  including,  but not limited to, a
Company derivative suit, the Company shall indemnify, save harmless and pay
all expenses of such Manager, including reasonable attorneys' fees incurred
in the defense of such action.
(
     *y)CERTAIN  ACTIONS  ON  BEHALF  OF THE COMPANY.  Subject  to  Section
6.6(d),  in the event a Manager for the  benefit  of  the  Company  and  in
accordance with this Agreement makes any deposit or makes any other similar
payment or  assumes any obligation in connection with any property proposed
to be acquired  by the Company and suffers any financial loss as the result
of such action, the Company shall indemnify, save harmless and pay all such
losses.
(
     *z)LIMITATION.  Notwithstanding the provisions of Sections 6.6(a), (b)
and (c), such Sections  shall  be  enforced  only  to  the  maximum  extent
permitted  by  Applicable  Law and no Manager shall be indemnified from any
liability for fraud, intentional  misconduct, gross negligence or a knowing
violation of Applicable Law that was  material  to  the  subject  cause  of
action or indemnified matter.
(
     *27)THIRD-PARTY BENEFICIARY.  The obligations of the Company set forth
in   this  Section  6.6  are  expressly  intended  to  create  third  party
beneficiary rights in each of the Managers.
(
     (SECTION  6.7.  SIGNIFICANT  TRANSACTION.  A "Significant Transaction"
means, with respect to the Company,  any  of the following actions (whether
taken directly by the Company or by or through  one  or  more  Wholly Owned
Affiliates thereof):
(
     *28)any  acquisition  of  businesses  or  assets  (including,  without
limitation, by way of merger or consolidation) by the Company or any of its
Wholly Owned Affiliates, other than an acquisition specifically approved in
the  Annual  Budgets  or by a meeting of the Management Committee, or which
falls within parameters  established for acquisitions at the meeting of the
Management Committee immediately preceding the date of such acquisition;
(
     *29)any  disposition,   including,   without  limitation,  by  way  of
receivables financings, securitizations or  similar transactions, of any of
the assets of the Company or any of its Wholly Owned Affiliates, other than
a disposition specifically approved in the Annual  Budgets  or by a meeting
of  the Management Committee, or which falls within parameters  established
for dispositions  at  the  meeting  of the Management Committee immediately
preceding the date of such disposition;
(
     *30)any merger, consolidation or  other business combination involving
the Company or any of its Wholly Owned Affiliates  and  any third party and
any  relocation  of  the Company or any of its Wholly Owned  Affiliates  to
another jurisdiction;
(
     *31)subject to the  rights  of  the Members to Transfer their Units as
contemplated in this Agreement, any transaction  that  would  constitute  a
"change  of  control"  of  the  Company  (which,  for  the purposes of this
definition, means the acquisition of the power, directly  or indirectly, to
direct the affairs of the Company or the ability to designate a majority of
the Management Committee);
(
     *32)any liquidation or dissolution of the Company, or  any  action  by
the  Company  relating  to bankruptcy, insolvency, reorganization or relief
from creditors seeking to adjudicate it bankrupt or seeking reorganization,
adjustment,  winding-up, liquidation,  dissolution,  composition  or  other
relief with respect  to  the  Company or seeking appointment of a receiver,
trustee, custodian or other similar  official for the Company or all or any
substantial part of its assets, or making  a  general  assignment  for  the
benefit of its creditors;
(
     *33)any (i) creation of any additional class of equity interest of the
Company or any Wholly Owned Affiliate of the Company or any equity interest
having  a  direct  or  indirect  equity participation in the Company or any
entity controlled by the Company,  (ii)  sale or issuance by the Company of
Units  or  warrants, options or rights to acquire  Units  or  other  equity
interests convertible  into  or  exchangeable for Units or any other equity
interest having a direct or indirect equity participation in the Company or
any entity controlled by the Company,  (iii)  disposition of Units, whether
by  issuance  or secondary disposition and whether  by  public  or  private
offering, or (iv)  redemption  or  purchase of Units (except as provided in
this Agreement), any reorganization of Units or any variation of the rights
attaching to Units;
(
     *34)any  amendment  to  or  modification  of  any  provision  of  this
Operating Agreement or the Certificate  or  of  the  equivalent  or similar
organizational documents of any of the Company's Wholly Owned Affiliates;
(
     *35)any  incurring  of  indebtedness  for  borrowed  money at any time
outstanding in excess of $100,000 per occurrence;
(
     *36)any  declaration of distributions on, or redemptions  of  or  with
respect to, any Units;
(
     *37)any adoption of, or material amendment or modification to, (i) the
Annual Capital Budget, or (ii) the Annual Operating Budget;
(
     *38)any adoption  or  revision  of  any  policy  for  the Company with
respect  to customer credit, risk management, financial accounting,  public
relations or business ethics and integrity;
(
     *39)any  commencement  or participation in any business other than the
business  described  in  Section  2.3(a)  and  any  activities  incidental,
necessary and appropriate  to such business, making any investment in, loan
to, or guarantee of the obligations  of,  any other Person, or creating any
Wholly Owned Affiliate of the Company;
(
     *40)any adoption or amendment of (i) any  bonus, insurance, severance,
deferred  compensation,  pension,  retirement,  profit   sharing  or  other
employee  benefit  plan or (ii) any stock option, stock purchase  or  other
equity-based plan;
(
     *41)any acquisition  of  Property other than as approved in the Annual
Budgets;
(
     *42)any (ii) appointment or  dismissal  of  outside  legal  counsel or
outside  auditors,  or  (ii)  change  in accounting principles, methods  or
practices or any change in the taxable year or Fiscal Year or method of tax
accounting for income tax purposes of the  Company  or any of the Company's
Wholly Owned Affiliates;
(
     *43)any  initiation or settlement of any judicial,  administrative  or
arbitration proceedings  involving  the  Company or any of its Wholly Owned
Affiliates or the payment or settlement of any material claim involving the
Company  or any of its Wholly Owned Affiliates,  excluding  litigation  and
proceedings against defaulting lessees, manufacturers supplying the Company
and their respective assets;
(
     *44)the  removal or appointment of an individual to any of the offices
of the Company set forth on Exhibit C;
     *45)any agreement  or  other  binding  commitment  to  do  any  of the
foregoing  unless  such  agreement  or  commitment  is  contingent upon the
approval of the Management Committee; or
(
     *46)any press release by the Company.
(
     (SECTION 6.8. MANAGER LIABILITYSection 6.8. Manager  Liability  .   No
Manager  shall have any personal liability for the repayment of any Capital
Contributions of any Member.
(
****ARTIV. :  ROLE OF MEMBERSARTICLE VII  ROLE OF MEMBERS
ARTICLE
     ARTICLE  SECTION  7.1. RIGHTS OR POWERSSection 7.1. Rights or Powers .
Except as set forth herein,  the  Members shall not have any right or power
to take part in the management or control  of  the  Company or its business
and affairs or to act for or bind the Company in any  way.  Notwithstanding
the foregoing, the Members have all the rights and powers  specifically set
forth  in  this  Agreement  and, to the extent not inconsistent  with  this
Agreement, in the Act.
ARTICLE
     ARTICLE SECTION 7.2. VOTING  RIGHTSSection  7.2.  Voting  Rights .  No
Member   has  any  voting  right  except  with  respect  to  those  matters
specifically  reserved  for  a  Member  vote  that  are  set  forth in this
Agreement and as required in the Act.
ARTICLE
     ARTICLE  SECTION 7.3. MEETINGS OF THE MEMBERSSection 7.3. Meetings  of
the Members .
ARTICLE
     *a)NOTICE; VOTING; QUORUM.  Meetings of the Members may be called upon
the written request  of  any  Member.   Any  such  request  shall state the
location  of  the meeting and the nature of the business to be  transacted.
Notice of any such  meeting  shall  be  given  to all Members not less than
seven (7) Business Days nor more than thirty (30)  calendar  days  prior to
the  date  of  such meeting.  No actions other than those specified in  the
notice therefor  may  be considered at a meeting of the Members unless such
consideration is unanimously  approved by the Members.  Members may vote in
person or by proxy at such meeting  and  may  waive  advance notice of such
meeting.  The Management Committee shall adopt rules and procedures for the
operation of such meetings. The owner of Units shall have  one (1) vote for
each Unit owned thereby.  Except as otherwise provided in this Agreement or
required by Applicable Law, all actions of the Members shall  be  taken  in
accordance  with the terms hereof and shall require the affirmative vote of
the holders of  a  majority  of  the  Units  at  a duly called and convened
meeting of the Members at which quorum is present.   The presence in person
or by proxy of Members holding a majority of the Units  shall  constitute a
quorum for the transaction of business by the Members.  Any action  of  the
Company  required by this Agreement or Applicable Law to be approved by the
Members must also, subject to Applicable Law, be approved by the Management
Committee.
(
     *b)RECORD  DATE.   For the purpose of determining the Members entitled
to vote on, or to vote at,  any  meeting  of  the  Members,  the Management
Committee or the Member requesting such meeting may fix, in advance, a date
as the record date for any such determination.  Such date shall not be more
than thirty (30) calendar days nor less than ten (10) Business  Days before
any such meeting.
(
     *c)PROXIES.  Each Member may authorize any individual to act  for such
Member  by  proxy with respect to all matters in which a Member is entitled
to participate,  including,  but  not  limited  to,  waiving  notice of any
meeting  of the Members or voting or participating at such a meeting.   All
such  proxies   must   be   signed   by   the   applicable  Member  or  its
attorney-in-fact.  No proxy shall be valid after  the  expiration of eleven
(11) months from the date thereof unless otherwise provided  in such proxy.
Every  proxy  shall  be revocable by a written instrument executed  by  the
Member executing such proxy.
(
     *d)CONDUCT OF MEETING.   Each meeting of Members shall be conducted by
the Chief Executive Officer or such other individual as the Chief Executive
Officer deems appropriate.
(
     *e)WAIVER OF NOTICE.  Any  Member  may  waive notice of any meeting of
the Members in writing before, at, or after, such  meeting.  The attendance
of a Member at a meeting of the Members shall constitute a waiver of notice
of such meeting thereby, except when such Member attends  such  meeting for
the express purpose of objecting to the transaction of any business thereat
because such meeting was not properly called.
(
     *f)MEETINGS  BY CONFERENCE CALL.  Any action required to be taken,  or
that may be taken,  at  a  meeting of the Members may be taken at a meeting
thereof  held  by means of conference  telephone  or  other  communications
equipment by means  of  which all individuals participating in such meeting
can hear each other.  Participation  in  such  a  meeting  shall constitute
presence in person at such meeting.
(
     *g)WRITTEN CONSENT.  Notwithstanding anything to the contrary  in this
Section 7.3, with respect to any action that may be taken by the Members at
a  meeting  thereof  under  this Agreement or the Act, the Members may take
such action without a meeting  if a consent or consents in writing, setting
forth the action so taken, shall be executed by the Members having not less
than the minimum number of votes  that  would  be necessary to authorize or
take such action at a meeting of the Members.
(
     *h)PARTICIPATION  RIGHTS.   At  any  meeting  of   the   Members,  the
authorized voting representative of a Member may be accompanied  by  one or
more  individuals,  who may attend and participate in the deliberations  at
such meeting; PROVIDED,  HOWEVER,  such individuals shall not be deemed the
authorized  voting  representative  of   such   Member   for  any  purposes
whatsoever,  nor shall such individuals be entitled to vote  on  any  issue
voted upon by  the  Members or be counted for quorum purposes; and PROVIDED
FURTHER, that nothing  in  this  Section  7.3(h)  shall prevent the Members
(upon the joint determination of the Chairman of the  Management  Committee
and the deputy chairman of the Management Committee or upon the request  of
either one of them if both are not present at such meeting) from conducting
any  part  of any such meeting in executive session without the presence of
any such individuals.
(
     (SECTION   7.4.  UNANIMOUS  CONSENTS  REQUIREDSection  7.4.  Unanimous
Consents Required .  Notwithstanding any other provision of this Agreement,
to the extent required  by  the  Act, no action may be taken by the Company
(whether by the Management Committee  or otherwise) to transfer or transfer
and continue pursuant to Section 18-213  of  the  Act without the unanimous
consent of the Management Committee and the Members.  In  the event the Act
is  amended  to  no  longer  require  unanimous  approval for transfers  or
transfers  and  continuances  under  Section 18-213 thereof,  then  such  a
transfer or transfer and continuance shall  require  the same vote as for a
merger of the Company under this Agreement and the first  sentence  of this
Section 7.4 shall be null and void.
(
     (SECTION 7.5. RETURN ON OR OF CAPITAL CONTRIBUTIONSSection 7.5. Return
on  or of Capital Contributions .  Except as otherwise provided in Articles
V and  XI,  no  Member  shall  receive  a  return  on  or  of  its  Capital
Contributions.
(
     (SECTION  7.6.  MEMBER COMPENSATIONSection 7.6. Member Compensation  .
No Member shall receive  any interest, compensation or drawing with respect
to  its Capital Contributions  or  its  Capital  Account  or  for  services
rendered  on  behalf  of  the  Company,  or otherwise, in its capacity as a
Member, except as otherwise provided in this Agreement.
(
     (SECTION 7.7. MEMBER LIABILITYSection  7.7.  Member  Liability  .   No
Member  shall be liable under a judgment, decree or order of a court, or in
any other  manner, for the Debts or any other obligations or liabilities of
the  Company.    A  Member  shall  be  liable  only  to  make  its  Capital
Contributions and shall not be required to restore a deficit balance in its
Capital Account or  to  lend any funds to the Company or, after its Capital
Contributions  have  been  made,  to  make  any  additional  contributions,
assessments or payments to the  Company,  PROVIDED  that  a  Member  may be
required to repay distributions made to it as provided in Section 18-607 of
the Act.
(
     (SECTION  7.8.  PARTITIONSection  7.8.  Partition .  While the Company
remains in existence, each Member, on behalf of  itself, its successors and
its assigns, hereby waives its rights to have any  Property  partitioned or
to  file  a  complaint or to institute any proceeding to have any  Property
partitioned.
(
     (SECTION  7.9.  TRANSACTIONS  BETWEEN  A MEMBER AND THE COMPANYSection
7.9.
Transactions  Between  a  Member and the Company  .   Except  as  otherwise
provided by Applicable Law  and  subject to Section 6.1(g), any Member may,
but shall not be obligated to, lend money to the Company, act as surety for
the Company and transact other business  with  the Company and has the same
rights and obligations when transacting business  with  the  Company  as  a
Person  who  is  not  a  Member.   Subject to Section 6.1(g), a Member, any
Affiliate thereof or an employee, stockholder,  agent,  director or officer
of  a  Member  or  any  Affiliate  thereof, may also be an employee  or  be
retained as an agent of the Company.   The existence of these relationships
and acting in such capacities shall not  result  in the Member being deemed
to  be  participating  in the control of the business  of  the  Company  or
otherwise affect the limited liability of the Member.
(
     (SECTION 7.10. COVENANT TO PERFORMSection 7.10. Covenant to Perform .
(
     *i)ACTIONS OF THE COMPANY  AND MANAGEMENT COMMITTEE.  Any agreement by
the Members herein to cause (or any  requirement herein for) the Management
Committee or the Company to perform certain  acts  shall be deemed, in each
instance, to include an agreement by each Member to  use such Member's best
efforts and to take all actions necessary to call, or  cause the Company to
call, as promptly as practicable, a meeting of Members or to act by written
consent pursuant to the terms hereof.
(
     *j)ACTIONS OF MEMBERS.  When any action is required  to  be taken by a
Member  pursuant  to  this  Agreement,  such  Member  shall  take all steps
necessary   to   implement  such  action,  including,  without  limitation,
executing or causing  to be executed, as promptly as practicable, a written
consent in lieu of a meeting  of  Members  in  accordance  with  the  terms
hereof.
(
     (SECTION  7.11.  CONFIDENTIALITY  AND  PUBLIC  RELATIONSSection  7.11.
Confidentiality  and  Public Relations .  Except as may be required by this
Agreement,  Applicable  Law   (including  laws  applicable  to  disclosures
required by companies whose securities  are  listed  on  the American Stock
Exchange)  or  any applicable listing agreement with a national  securities
exchange, none of  the  Members  shall  publicly  disclose any financial or
other forecasts regarding the Company without the mutual  agreement of IASG
and AirCorp.  In addition, any press releases, analyst statements, investor
relations  statements,  question  and  answer holding statements  or  other
similar oral or written disclosures by any  Member  or  its representatives
concerning the Company shall be subject to the prior consultation  of  IASG
and AirCorp.
(
     (SECTION  7.12.  AMENDMENTS.   Amendments  to  this  Agreement  may be
proposed  by  any  Manager  or  any  Member.   Following such proposal, the
Management Committee shall submit to the Members  a  verbatim  statement of
such proposed amendment and the Management Committee shall include  in  any
such  submission  a  recommendation  as  to  the  proposed  amendment.  The
Management  Committee  shall  seek the written vote of the Members  on  the
proposed amendment or shall call  a meeting to vote thereon and to transact
any  other business that it may deem  appropriate.   A  proposed  amendment
shall be adopted and be effective as an amendment hereto if it receives the
affirmative vote of all Members.
(
     (SECTION 7.13. OTHER ACTIVITIES.  The Members and their Affiliates may
engage in or possess an interest in other business ventures of every nature
and description  for  their  own  account,  independently  or  with others,
including,  without  limitation,  the purchase, sale and lease of aircraft,
whether or not such other enterprises  shall  be  in  competition  with any
activities  of  the  Company;  and neither the Company nor any other Member
shall  have  any  rights  by virtue  of  this  Agreement  in  and  to  such
independent ventures or to the income or profits derived therefrom. Without
limiting the generality of  the  foregoing  statement,  AirCorp agrees that
IASG may sell aircraft parts to any entity that from time  to time operates
the Aircraft on such terms as IASG shall deem appropriate.
(
****ARTIVI.  :  REPRESENTATIONS AND WARRANTIESARTICLE VIII  REPRESENTATIONS
AND WARRANTIES
ARTICLE
     ARTICLE SECTION  8.1.  SURVIVALSection  8.1.  Survival  .  Each of the
representations and warranties set forth in Section 8.2 shall  survive  the
execution of this Agreement.
ARTICLE
     ARTICLE   SECTION  8.2.  REPRESENTATIONS  AND  WARRANTIESSection  8.2.
Representations   and  Warranties  .   Each  of  AirCorp  and  IASG  hereby
represents and warrants, as of the date hereof and the Closing Date, that:
ARTICLE
     *a)DUE INCORPORATION  OR  FORMATION; AUTHORIZATION OF AGREEMENT.  Such
Member  is a corporation duly organized,  validly  existing,  and  in  good
standing  under  the  laws of the jurisdiction of its incorporation and has
the corporate power and  authority  to  own  its  property and carry on its
business  as owned and carried on at the date hereof  and  as  contemplated
hereby.  Such  Member  is  duly licensed or qualified to do business and in
good standing in each of the  jurisdictions  in  which the failure to be so
licensed or qualified would have a material adverse effect on its financial
condition or its ability to perform its obligations hereunder.  Such Member
has the corporate power and authority to execute and deliver this Agreement
and  to perform its obligations hereunder and the execution,  delivery  and
performance  of  this  Agreement  has been duly authorized by all necessary
corporate action.  This Agreement constitutes  the legal, valid and binding
obligation of such Member.
(
     *b)NO CONFLICT WITH RESTRICTIONS; NO DEFAULT.   Neither the execution,
delivery  and  performance of this Agreement nor the consummation  by  such
Member of the transactions  contemplated  hereby  (i)  shall conflict with,
violate or result in a breach of any of the terms, conditions or provisions
of any Applicable Law applicable to such Member or any of  its Wholly Owned
Affiliates,  (ii) shall conflict with, violate, result in a breach  of,  or
constitute a default  under  any  of the terms, conditions or provisions of
the articles of incorporation, bylaws  or other organizational documents of
such  Member  or  any of its Wholly Owned Affiliates  or  of  any  material
Contract to which such  Member,  its  Parent  or  any  of  its Wholly Owned
Affiliates  is a party or by which such Member or any of its  Wholly  Owned
Affiliates is or may be bound or to which any of its material properties or
assets is subject,  (iii)  shall conflict with, violate, result in a breach
of, constitute a default under  (whether  with  notice  or lapse of time or
both),  accelerate  or permit the acceleration of the performance  required
by,  give to others any  material  interests  or  rights,  or  require  any
consent,  authorization  or  approval  under any indenture, mortgage, lease
agreement or instrument to which such Member  or  any  of  its Wholly Owned
Affiliates  is a party or by which such Member or any of its  Wholly  Owned
Affiliates is  or  may  be  bound  or  (iv) shall result in the creation or
imposition of any Lien upon any of the material  properties  or  assets  of
such Member or any of its Wholly Owned Affiliates.
(
     *c)GOVERNMENTAL  APPROVALS.  Any approvals by Governmental Authorities
that  are  required  in connection  with  the  valid  execution,  delivery,
acceptance  and performance  by  such  Member  of  this  Agreement  or  the
consummation  by  such  Member  of any transaction contemplated hereby have
been completed, made or obtained on or before the Closing Date.
(
     *d)LITIGATION.  There are no  proceedings pending or, to the knowledge
of such Member or any of its Wholly Owned Affiliates, threatened against or
affecting such Member or any of its Wholly Owned Affiliates or any of their
properties, assets or businesses before  any  Governmental  Authority  that
could, if adversely determined, reasonably be expected to materially impair
such Member's ability to perform its obligations under this Agreement or to
have  a  material adverse effect on the consolidated financial condition of
such Member;  and such Member or any of its Wholly Owned Affiliates has not
received any currently  effective notice of any default, and such Member or
any of its Wholly Owned Affiliates  is not in default, under any applicable
order, writ, injunction, decree, permit,  determination  or  award  of  any
Governmental  Authority  that  could  reasonably  be expected to materially
impair  such  Member's  ability  to  perform  its  obligations  under  this
Agreement  or  to  have  a  material  adverse  effect  on the  consolidated
financial condition of such Member.
(
     *e)INVESTMENT  COMPANY  ACT;  PUBLIC  UTILITY  HOLDING  COMPANY   ACT.
Neither such Member nor any of its Affiliates is, nor shall the Company  as
a  result  of  such  Member's status as such be, an "investment company" as
defined in, or subject  to  regulation under, the Investment Company Act of
1940.  Neither such Member nor  any  of  its  Affiliates  is, nor shall the
Company  as  a  result  of  such  Member's  status  as  such be, a "holding
company,"  "an  affiliate  of  a  holding company," or a "subsidiary  of  a
holding company" as defined in, or  subject to regulation under, the Public
Utility Holding Company Act of 1935.
(
     *f)INVESTIGATION.  Such Member is  acquiring  its Units based upon its
own investigation, and the exercise by such Member of  its  rights  and the
performance of its obligations under this Agreement shall be based upon its
own  investigation,  analysis and expertise.  Such Member's acquisition  of
its Units is being made  for  its own account for investment and not with a
view to the sale or distribution  thereof.   Such Member is a sophisticated
investor  possessing  an  expertise in analyzing  the  benefits  and  risks
associated with acquiring investments  that  are similar to the acquisition
of its Units.
(
****ARTIVII. :  ACCOUNTING, BOOKS AND RECORDSARTICLE  IX  ACCOUNTING, BOOKS
AND RECORDS
ARTICLE
     ARTICLE SECTION 9.1. BOOKS AND RECORDS; ACCOUNTINGSection  9.1.  Books
and Records; Accounting .
ARTICLE
     *a)BOOKS AND RECORDS.  The Company shall keep on site at its principal
place of business each of the following:
(
          *(1)separate  books  of  account for the Company that show a true
     and accurate record of all costs  and  expenses  incurred, all charges
     made,  all  credits  made  and  received  and  all income  derived  in
     connection with the conduct of the Company and the  operation  of  its
     business;
(
          *(2)a  current  list  of  the  full name and last known business,
     residence or mailing address of each Member and Manager, both past and
     present;
     (
          *(3)a copy of the Certificate certified by the Secretary of State
     of the State of Delaware as to its filing therewith;
     (
          *(4)copies of the Company's federal,  state  and local income tax
     returns and reports, if any, for the three (3) most recent years;
     (
          *(5)a fully executed copy of this Agreement;
(
          *(6)copies  of any writings permitted or required  under  Section
     18-502 of the Act  regarding the obligation of a Member to perform any
     enforceable promise  to  contribute  cash  or  property  or to perform
     services as consideration for such Member's Capital Contribution;
     (
          *(7)unless contained in this Agreement, a statement prepared  and
     certified  as accurate by the Management Committee that describes: (A)
     the amount of  cash  and  the  agreed  value  of any other property or
     services then contributed or agreed to be contributed in the future by
     each Member; and (B) the times at which or events  on the happening of
     which any Additional Capital Contributions agreed to  be  made by each
     Member are to be made; and
(
          *(8)any  written  consents  obtained  from  Members  pursuant  to
     Section 18-302 of the Act regarding action taken by Members  without a
     meeting thereof.
     (
     *b)ACCOUNTING.  The Company shall use the accrual method of accounting
in preparation of its financial reports and for tax purposes and shall keep
its books and records accordingly.
(
     (SECTION 9.2. REPORTSSection 9.2. Reports .
(
     *c)GENERAL.   The  chief  financial  officer  of the Company shall  be
responsible for causing the preparation of financial reports of the Company
and the coordination of financial matters of the Company with the Company's
accountants.
(
     *d)PERIODIC  AND  OTHER  REPORTS.   The  Company  shall  cause  to  be
delivered  to  each Member the financial statements set forth  in  Sections
9.2(b)(i), (ii)  and (iii), prepared, in each case (other than with respect
to Member's Capital  Accounts,  which  shall be prepared in accordance with
this Agreement) in accordance with generally accepted accounting principles
(GAAP), and such other reports as any Member  may  reasonably  request from
time  to  time;  PROVIDED  that,  if the Management Committee so determines
within thirty (30) calendar days of  such request, such other reports shall
be provided at such requesting Member's sole cost and expense.
(
          *(1)As soon as practicable following  the end of each Fiscal Year
     (and in any event not later than ninety (90)  calendar  days after the
     end of such Fiscal Year) and at such time as distributions are made to
     the  Members  pursuant  to  Article XI following the occurrence  of  a
     Dissolution Event,  a balance  sheet  of  the Company as of the end of
     such Fiscal Year and the related statements  of  operations,  Members'
     Capital  Accounts  (and  changes  therein),   and  cash flows for such
     Fiscal  Year,  together  with  appropriate  notes  to  such  financial
     statements and supporting schedules, all of which shall be audited and
     certified  by  the  Company's  accountants, and in each case,  to  the
     extent the Company was in existence, setting forth in comparative form
     the corresponding figures for the two (2) immediately preceding Fiscal
     Years.
(
          *(2)As soon as practicable following the end of each of the first
     three Fiscal Quarters of each Fiscal  Year (and in any event not later
     than  sixty  (60) calendar days after the  end  of  each  such  Fiscal
     Quarter), a balance  sheet of the Company as of the end of such Fiscal
     Quarter and the related  statements  of  operations and cash flows for
     such Fiscal Quarter and for the Fiscal Year  to date, in each case, to
     the extent the Company was in existence, setting  forth in comparative
     form  the  corresponding  figures for the prior Fiscal  Year's  Fiscal
     Quarter and the interim period corresponding to the Fiscal Quarter and
     the interim period just completed.
(
          *(3)As soon as practicable  following  the  end  of each calendar
     month (and in any event not later than the last Business  Day  of  the
     immediately succeeding calendar month) statements of operations of the
     Company  for such month and for the Fiscal Year to date, in each case,
     to  the  extent  the  Company  was  in  existence,  setting  forth  in
     comparative form the corresponding figures for the prior Fiscal Year's
     calendar month  and  the  interim period corresponding to the calendar
     month and the interim period just completed.
(
          *(4)Financial and other  information  relating to the Company and
     its business and operation necessary for the  Members  to  prepare and
     timely  file all reports and other materials and information  required
     to be filed  with,  or  provided  to,  any  Taxing  Authority or other
     Governmental Authority with respect to a Member's ownership of Units.
(
     (SECTION 9.3. ANNUAL BUDGETSSection 9.3. Annual Budgets .
(
     *e)OPERATING AND CAPITAL BUDGETS.  The Members shall  take all actions
necessary  to assist and cause the Company to prepare and deliver  proposed
Annual Budgets  to  each  Member  no  later than one (1) month prior to the
beginning of each Fiscal Year.  The "ANNUAL OPERATING BUDGET" shall include
the then-current Fiscal Year's budgeted and actual results up to the end of
the third Fiscal Quarter of such Fiscal  Year  and  forecast  for the final
Fiscal  Quarter  of  such  Fiscal  Year and the next Fiscal Year's budgeted
items of operating income and expenses  (including,  but  not  limited  to,
budgeted  amounts for repair and maintenance).  The "ANNUAL CAPITAL BUDGET"
shall include  the  then-current  Fiscal Year's budgeted and actual capital
expenditures up to the end of the third  Fiscal Quarter of such Fiscal Year
and forecast for the final Fiscal Quarter  of such Fiscal Year and the next
Fiscal Year's budgeted amount for capital expenditures.
(
     *f)PROCEDURE.  The Members shall cause  a  meeting  of  the Management
Committee to be held no later than one (1) month following the beginning of
each Fiscal Year to take action with respect to the Annual Budgets for such
Fiscal  Year.   The  Annual  Budgets  shall  be  approved by the Management
Committee  in accordance with Section 6.1(e).  Until  an  Annual  Operating
Budget is approved  for  such  Fiscal Year by the Management Committee, the
Annual Operating Budget in effect for the immediately preceding Fiscal Year
shall continue to operate as the  operating  budget  for  such Fiscal Year.
Until an Annual Capital Budget is approved for the then-current Fiscal Year
by  the  Management  Committee,  seventy-five percent (75%) of  the  Annual
Capital Budget in effect for the immediately  preceding  Fiscal  Year shall
constitute the capital budget for such current Fiscal Year.
(
     (SECTION 9.4. TAX MATTERSSection 9.4. Tax Matters .
(
     *g)TAX ELECTIONS.  The Management Committee shall, without any further
consent  of  the  Members  being  required (except as specifically required
herein), make any and all elections  for  federal, state, local and foreign
tax purposes, including, without limitation,  any election, if permitted by
Applicable Law: (i) to adjust the basis of Property  pursuant  to  Sections
754,  734(b)  and  743(b)  of  the Code, or comparable provisions of state,
local or foreign law, in connection with Transfers of Units and the Company
distributions; (ii) with the consent  of  all of the Members, to extend the
statute  of  limitations  for assessment of tax  deficiencies  against  the
Members with respect to adjustments  to the Company's federal, state, local
or foreign tax returns; and (iii) to the  extent  provided in Sections 6221
through  6231  of  the Code and similar provisions of  Applicable  Law,  to
represent the Company  before  Taxing  Authorities  or  courts of competent
jurisdiction  in  tax matters affecting the Company, and to  file  any  tax
returns and execute  any  agreements  or  other  documents  relating  to or
affecting  such  tax matters. IASG is specifically authorized to act as the
"TAX MATTERS MEMBER" under the Code and in any similar capacity under state
or local law.
(
     *h)TAX CLASSIFICATION.   The  Management  Committee  shall  take  such
action  as  may  be  required  under the Code and the Regulations and other
Applicable Law to cause the Company  to  be  taxable  as  a partnership for
federal, state and local income tax purposes.
(
****ARTIVIII. :  TRANSFERSARTICLE X  TRANSFERS
ARTICLE
     ARTICLE   SECTION   10.1.   RESTRICTIONS  ON  TRANSFERSSection   10.1.
Restrictions on Transfers .
ARTICLE
     *a)REQUIREMENTS.  Except as set  forth  on Exhibit D, no Member shall,
directly   or   indirectly,  offer,  sell,  transfer,   assign,   grant   a
participation in, pledge or otherwise dispose of (collectively, "TRANSFER")
any of such Member's  Units,  except  in  a  transaction  that is expressly
contemplated by this Agreement and satisfies the applicable  conditions set
forth in Section 10.4.
(
     *b)OWNERSHIP  AND  POWER.   Except  as  expressly  permitted  by  this
Agreement,  each  Member shall, from and after the date hereof, (i) be  the
record and beneficial  owner  of  such  Units  indicated  in  the Company's
register of members (which register shall be conclusive with respect to the
Company  membership  and  Unit  ownership, absent manifest error) as  being
owned  by  such Member, in each case  free  and  clear  of  any  Lien,  and
(ii) have sole  voting  power with respect to such Member's Units and shall
not, except as permitted  in  accordance  with  the terms hereof, grant any
proxy  with respect to such Units, enter into any  voting  trust  or  other
voting agreement  or  arrangement  with  respect to such Units or grant any
other rights to vote such Units.
(
     *c)ADMISSION OF SUBSTITUTED MEMBERS.  A transferee of the ownership of
Units made in a manner that complies with the terms of this Agreement shall
be deemed a substituted Member.
(
     (SECTION 10.2. PERMITTED TRANSFERSSection  10.2. Permitted Transfers .
Notwithstanding  any  other provision of this Article  X,  subject  to  the
conditions and restrictions  set  forth  in Section 10.4, and fifteen-days'
prior written notice to the Company and the  other  Members,  any Member at
any  time may Transfer all or any portion of its Units to any Affiliate  of
such  Member  (a  "PERMITTED  TRANSFEREE").   Any  such  Transfer  to  such
Permitted  Transferee  shall  not  relieve  the  transferring Member of its
obligations under this Agreement with respect to the  Units so Transferred.
Prior  to  and  as  a  condition to such Transfer of Units to  a  Permitted
Transferee, the Permitted Transferee shall agree in writing to (a) be bound
by all of the terms and  conditions of this Agreement in the same manner as
the Transferring Member, and  (b)  reassign  its  Units to the Transferring
Member  if  such  Permitted Transferee is no longer an  Affiliate  of  such
Transferring Member.
(
     (SECTION 10.3.  OTHER  TRANSFERSSection  10.3.  Other  Transfers  .  A
Member may, subject to the conditions and restrictions set forth in Section
10.4, sell its Units only (a) to a Permitted Transferee, (b) pursuant to an
Significant  Transaction  approved  by  the  Management Committee or (c) in
accordance with Section 10.5.
     (SECTION  10.4.  CONDITIONS TO TRANSFERSSection  10.4.  Conditions  to
Transfers .  The conditions set forth in Section 10.4 are as follows:
(
     *d)WRITTEN AGREEMENT.   The proposed transferee of Units shall execute
and deliver to each Member, prior  to  the  proposed  transfer, an original
counterpart  to  an  agreement  acceptable  to  the  Members  whereby  such
transferee shall be bound by all the applicable terms and provisions hereof
and which shall become effective upon the subsequent consummation  of  such
transfer.
(
     *e)CERTAIN  INFORMATION.  The transferor and proposed transferee shall
furnish the Company with such proposed transferee's taxpayer identification
number, sufficient  information  to  determine  such  proposed transferee's
initial tax basis in the Units proposed to be transferred,  and  any  other
information reasonably necessary to permit the Company to file all required
federal  and  state  tax  returns  and  other  legally required information
statements or returns.
(
     *f)NO  TERMINATION.   Unless  otherwise  approved  by  the  Management
Committee, no Transfer of Units shall be made except  upon terms that would
not, in the opinion of counsel chosen by the Management  Committee,  result
in the termination of the Company within the meaning of Section 708 of  the
Code  or  cause  the  application of the rules of Sections 168(g)(1)(B) and
168(h)  of  the  Code  or similar  rules  to  apply  to  the  Company.   In
determining  whether a particular  proposed  Transfer  shall  result  in  a
termination of  the  Company,  such  counsel  shall  take  into account the
existence of prior written commitments to Transfer Units made  pursuant  to
this  Agreement  and such commitments shall always be given precedence over
subsequent proposed Transfers.
(
     (SECTION 10.5. PURCHASE RIGHTSSection 10.5. Purchase Rights .
(
     *g)CHANGE OF  CONTROL.   Each of AirCorp and IASG shall have the right
to purchase (such empowered party,  the  "BUYING  PARTY") the entire Equity
Interest of such other Member in the Company, at the  fair  market value of
such Equity Interest determined pursuant to Section 10.5(b),  in  the event
that a change of control has occurred with respect to such other party (the
"SELLING  PARTY"),  PROVIDED,  that  prior  to  the  time of such change in
control there has not occurred a sale pursuant to Section  10.3 of Units to
an Affiliate of the Selling Party.  For the purposes of this  Section 10.5,
a "change of control" shall mean the acquisition of the power,  directly or
indirectly,  to  direct  the  affairs  of the Selling Party, or to elect  a
majority of the board of directors of the  Selling  Party, except that such
term shall not include the acquisition of such power  with  respect  to the
Selling Party by any Affiliates of the Selling Party.
(
     *h)NOTICE.  At any time within six (6) months following the change  in
control,  the  Buying  Party  may  provide  written  notice  (the "EXERCISE
NOTICE", and the date of its delivery, the "EXERCISE NOTICE DATE")  to  the
Selling  Party  of the Buying Party's exercise of its right to purchase the
entire equity interest  of  the  Selling  Party in the Company (the "EQUITY
INTEREST").   Thereafter,  the Buying Party and  the  Selling  Party  shall
engage in good faith discussions  to determine the fair market value of the
Equity Interest.  If the Buying Party  and  the  Selling Party cannot reach
agreement as to the fair market value of the Equity  Interest within thirty
(30) calendar days following the Exercise Notice Date, then the fair market
value shall be deemed to be equal to the sum of (x) the  balance of Capital
Contributions  as  of  the  Exercise Notice Date by the Selling  Party  (as
reduced by distributions of Capital  Proceeds),  and  (y)  a sum equal to a
fifteen  percent (15%) compounded return on the Capital Contributions  made
by the Selling Party (so computed to reflect any fluctuation in such amount
on account of the distribution of Capital Proceeds from time to time).  The
Buying Party  shall  provide a computation of such fair market value within
ten (10) Business Days following the expiration of such thirty-day period.
(
     *i)FAIR MARKET VALUE.  A  closing shall be held on the date, occurring
within sixty (60) days after the  date  on which the Buying Party delivered
such notice of computation of the amount  described  in  Section 10.5(b) to
the   Selling   Party  (subject  to  extension  to  permit  any  applicable
governmental reviews  or  to obtain any necessary approvals by Governmental
Authorities or to comply with applicable waiting periods), as is designated
by the Buying Party upon ten  (10)  Business  Days'  prior  written notice,
which notice may only be given contemporaneously with or subsequent  to the
date  on which such acceptance notice has been given, or if such a date  is
not so  designated,  on  such sixtieth day (or the next succeeding Business
Day, if such sixtieth day is not a Business Day).  The Selling Party shall,
not later than the date set  for such closing, deliver to the Buying Party,
and  the Buying Party shall accept,  the  transfer  documentation  required
hereby  with respect to the Equity Interest (which Equity Interest shall be
free and  clear  of  any  Lien other than those Liens created by the Buying
Party), together with appropriate  documentation  of  the  corporate action
necessary to effect the transfer.
(
     (SECTION 10.6. APPROVALSSection 10.6. Approvals .  If any  transfer of
ownership  of  a  Member's Units in accordance with this Article X requires
any approvals by Governmental  Authorities or the consent, approval, waiver
or authorization of the equity owners  of  a  Member  as a condition to the
lawful and valid transfer of such Member's Units to the proposed transferee
thereof, then each Member shall use its diligent efforts  to  obtain, or to
assist  the  affected Member or the Management Committee in obtaining,  any
such approvals  by Governmental Authorities or consent, approval, waiver or
authorization and  shall  cooperate and use its diligent efforts to respond
as promptly as practicable to all inquiries received by it, by the affected
Member or by the Management  Committee  from  any Governmental Authority or
such equity owner for initial or additional information or documentation in
connection therewith.
(
     (SECTION 10.7. PROHIBITED TRANSFERSSection  10.7. Prohibited Transfers
 .  Any attempt to Transfer any Units in a manner that  does not comply with
this  Agreement  shall  be null and void, and neither the Company  nor  any
transfer agent of such Units  shall  be  required to (and the Company shall
not)  give  any  effect to such attempted Transfer  on  its  records.   The
Company shall take  all  actions  that are necessary to cause such transfer
agent not to give effect to any such attempted Transfer.  Each Member shall
take  all  actions  that are necessary,  and  shall  cause  its  designated
Managers to take all  actions  that are necessary, to cause the Company and
such transfer agent not to give  effect  to  any  such  attempted Transfer.
Notwithstanding the foregoing, if the Company is required by Applicable Law
or a Governmental Authority to recognize an attempted transfer of ownership
of  Units  that  does  not  comply with this Agreement, the rights  of  the
transferor of such Units shall be strictly limited to rights to allocations
and distributions as provided by this Agreement with respect to such Units,
which allocations and distributions  may  be  applied (without limiting any
other  legal  or equitable rights of the Company)  to  satisfy  any  debts,
obligations or liabilities for damages that the transferor or transferee of
such Units may have to the Company.  Such transferee shall have no right to
any information  or  accounting of the affairs of the Company, shall not be
entitled to inspect the  books or records of the Company and shall not have
any of the other rights of a Member under the Act or this Agreement.
(
     (In the case of a Transfer  or  attempted  Transfer of Units that does
not  comply  with  this Agreement, the parties engaging  or  attempting  to
engage in such Transfer  shall be liable to indemnify and hold harmless the
Company and the other Members  from  and  against  all  cost, liability and
damage  that  the  Company  or  any of such indemnified Members  may  incur
(including, without limitation, incremental  tax liabilities and attorneys'
fees and expenses) as a result of such Transfer  or  attempted Transfer and
efforts to enforce the indemnity granted hereby.
(
     (SECTION  10.8. COVENANTS AND REPRESENTATIONSSection  10.8.  Covenants
and Representations .
(
     *j)COVENANTS.   Each Member hereby covenants and agrees that (i) it is
not currently making a  market  in Units and shall not in the future make a
market in Units, (ii) it shall not  Transfer  its  Units  on an established
securities  market,  a  secondary  market  (or  the  substantial equivalent
thereof)  within  the  meaning  of  Section 7704(b) of the  Code  (and  any
Regulations,  proposed  Regulations,  revenue  rulings  or  other  official
pronouncements of the Internal Revenue  Service or Treasury Department that
may be promulgated or published thereunder)  and  (iii)  in  the event such
Regulations,  revenue  rulings  or  other pronouncements treat any  or  all
arrangements that facilitate the selling  of  Units  and  that are commonly
referred  to  as  "matching  services"  as  being  a  secondary  market  or
substantial  equivalent thereof, it shall not Transfer any Units through  a
matching service that is not approved in advance by the Company.
(
     *k)REPRESENTATIONS.  Each Member hereby represents and warrants to the
Company and the  other  Members  that  such  Member's  acquisition of Units
hereunder  is  made  for such Member's own account and not  for  resale  or
distribution of such Units.
(
     (SECTION 10.9. DISTRIBUTIONS AND ALLOCATIONS IN RESPECT OF TRANSFERRED
UNITSSection 10.9.
Distributions and Allocations  in  Respect  of  Transferred Units .  If the
ownership  of  any  Units  is  transferred during any  Allocation  Year  in
compliance with the provisions of  this  Article  X,  Profits, Losses, each
item thereof and all other items attributable to the transferred  Units for
such  Allocation Year shall be divided and allocated between the transferor
and the  transferee thereof by taking into account their varying Percentage
Interests  during such Allocation Year in accordance with Section 706(d) of
the Code, using any conventions permitted by Applicable Law and selected by
the Management  Committee.  All distributions on or before the date of such
transfer shall be made to such transferor, and all distributions thereafter
shall be made to  such  transferee.   Solely  for  purposes  of making such
allocations  and  distributions, the Company shall recognize such  transfer
not later than the  end  of  the  calendar  month  during which it is given
notice of such transfer, PROVIDED that, if the Company is given notice of a
transfer  of ownership of Units at least ten (10) Business  Days  prior  to
such transfer,  the Company shall recognize such transfer as of the date of
such transfer, and  PROVIDED FURTHER that if the Company does not receive a
notice stating the date  such  Units  were  transferred  within thirty (30)
calendar  days  after  the  end  of the Allocation Year during  which  such
transfer  occurs,  then  all  such  items   shall  be  allocated,  and  all
distributions shall be made, to the Person who,  according to the books and
records of the Company, was the owner of the Units  on the last day of such
Allocation  Year.   Neither  the  Company nor any Member  shall  incur  any
liability for making allocations and  distributions  in accordance with the
provisions of this Section 10.9, whether or not the Company  or  any Member
or Manager has knowledge of any transfer of ownership of any Units.
(
****ARTIIX.  :   DISSOLUTION  AND  WINDING  UPARTICLE  XI   DISSOLUTION AND
WINDING UP
ARTICLE
     ARTICLE  SECTION  11.1.  DISSOLUTION  EVENTSSection  11.1. Dissolution
Events .
ARTICLE
     *a)DISSOLUTION.  The Company shall dissolve and shall commence winding
up and liquidating upon the first to occur of any of the following (each, a
"DISSOLUTION EVENT"):
(
          *(1)the unanimous vote of the Members to dissolve,  wind  up  and
     liquidate the Company; or
(
          *(2)a  judicial  determination  that  an  event has occurred that
     makes it unlawful, impossible or impractical to  carry on the business
     of the Company.
(
     (Notwithstanding  any  provision  of  the Act, the Company  shall  not
dissolve prior to the occurrence of a Dissolution Event.
(
     *b)RECONSTITUTION.   If it is determined,  by  a  court  of  competent
jurisdiction, that the Company  has  dissolved prior to the occurrence of a
Dissolution Event, upon such determination  all  of  the  Members  shall be
deemed  to  have  elected  to  reconstitute the Company and to continue its
business on the same terms and conditions  set forth in this Agreement in a
new limited liability company on terms identical to those set forth in this
Agreement.  Promptly following such determination,  but  in  no  event more
that  ninety  (90)  calendar days following such determination, the Members
shall  form such new limited  liability  company.   The  Certificate,  this
Agreement  and  the Managers shall automatically constitute the certificate
of formation, operating  agreement  and  managers,  respectively,  of  such
reconstituted limited liability company.  All of the assets and liabilities
of  the  dissolved  the  Company shall be deemed to have been automatically
assigned, assumed, conveyed  and  transferred  to the reconstituted limited
liability  company.   No bond, collateral, assumption  or  release  of  any
liabilities   of  the  Company   or   any   Member   shall   be   required.
Notwithstanding  the  foregoing,  such automatic election by the Members to
reconstitute and continue the business  of  the  Company in accordance with
this Section 11.1(b) shall not be effective unless the Company prior to the
formation of such new limited liability company has  received an opinion of
counsel that (i) the exercise of such right would not result in the loss of
limited  liability  of  any  Member  and (ii) neither the Company  nor  the
reconstituted limited liability company  would  cease  to  be  treated as a
partnership for federal income tax purposes upon the exercise of such right
to continue.
(
     (SECTION  11.2.  WINDING  UPSection  11.2.  Winding  Up  .   Upon  the
occurrence  of  (a) a Dissolution Event or (b) the determination by a court
of competent jurisdiction  that  the  Company  has  dissolved  prior to the
occurrence  of  a  Dissolution  Event  (unless the Company is reconstituted
pursuant to Section 11.1(b)), the Company  shall  continue  solely  for the
purposes  of  winding up its affairs in an orderly manner, liquidating  its
assets and satisfying  the  claims  of  its  creditors  and Members, and no
Member shall take any action that is inconsistent with, or not necessary to
or appropriate for, the winding up of the Company's business  and  affairs,
PROVIDED  that  all  covenants  contained in this Agreement and obligations
provided for in this Agreement shall  continue to be fully binding upon the
Members until such time as all Property  has  been  distributed pursuant to
this  Section 11.2 and the Certificate has been canceled  pursuant  to  the
Act.  The Liquidator shall be responsible for overseeing the winding up and
dissolution  of  the  Company,  which  winding  up and dissolution shall be
completed  within  ninety  (90)  calendar  days of the  occurrence  of  the
Dissolution Event or within ninety (90) calendar days after the last day on
which  the Company may be reconstituted pursuant  to  Section  11.1(b),  as
applicable.   The  Liquidator shall take full account of all liabilities of
the Company and all  Property and shall cause such Property or the proceeds
from the sale thereof  (as  determined  pursuant  to  Section 11.9), to the
extent sufficient therefor, to be applied and distributed,  to  the maximum
extent permitted by Applicable Law, in the following order:
(
     *c)FIRST,  to  creditors  (including, but not limited to, Members  and
Managers who are creditors, to the  extent  permitted by Applicable Law) in
satisfaction of all Debt and other liabilities  of  the Company, including,
without limitation, any claims and obligations as required  by  Section 18-
804(b) of the Act (whether by payment or the making of reasonable provision
for payment thereof), other than liabilities for which reasonable provision
for payment has been made and liabilities for distribution to Members under
Section 18-601 or 18-604 of the Act;
(
     *d)SECOND, except as provided in this Agreement, to Members and former
Members in satisfaction of liabilities for distribution under Sections  18-
601 or 18-604 of the Act;
(
     *e)THIRD,  to  the  Members  in proportion to and to the extent of the
positive  balance in their Capital Accounts  after  giving  effect  to  all
contributions, distributions and allocations for all periods; and
(
     *f)FOURTH, to the Members in proportion to their Percentage Interests.
(
     (No Member  or  Manager  shall receive additional compensation for any
services performed pursuant to this Article XI.
(
     (SECTION 11.3. COMPLIANCE  WITH  CERTAIN  REGULATIONS; DEFICIT CAPITAL
ACCOUNTSSection                                                       11.3.
Compliance  With  Certain  Regulations;  Deficit Capital Accounts .  In the
event  the Company is "liquidated" within the  meaning  of  Section  1.704-
1(b)(2)(ii)(G) of the Regulations, (a) distributions shall be made pursuant
to this  Article  XI  to  the Members who have positive Capital Accounts in
compliance with Section 1.704-1(b)(2)(ii)(B)(2) of the Regulations.  If any
Member has a deficit balance in its Capital Account (after giving effect to
all contributions, distributions  and allocations for all Allocation Years,
including,  but  not limited to, the  Allocation  Year  during  which  such
liquidation occurs),  such  Member  shall  have  no  obligation to make any
contribution to the capital of the Company with respect  to  such  deficit,
and such deficit shall not be considered a debt owed to the Company  or  to
any  other  Person  for  any  purpose whatsoever.  In the discretion of the
Liquidator, a pro rata portion of the distributions that would otherwise be
made to the Members pursuant to this Article XI may be:
(
     ((a) Distributed to a trust established for the benefit of the Members
for the purposes of liquidating  the  assets  of  the  Company,  collecting
amounts  owed  to  the  Company  and  paying  any  contingent or unforeseen
liabilities or obligations of the Company.  The assets  of  any  such trust
shall  be  distributed  to the Members from time to time, in the reasonable
discretion  of the Liquidator,  in  the  same  proportions  as  the  amount
distributed to  such  trust  by  the  Company  would  otherwise  have  been
distributed to the Members pursuant to Section 11.2; or
(
     ((b) Withheld  to  provide  a  reasonable  reserve for the liabilities
(contingent  or  otherwise)  of the Company and to reflect  the  unrealized
portion of any installment obligations  owed  to the Company, PROVIDED that
such  withheld  amounts  shall be distributed to the  Members  as  soon  as
practicable.
(
     (SECTION  11.4.  DEEMED  CONTRIBUTION  AND  DISTRIBUTIONSection  11.4.
Deemed Contribution and Distribution .  Notwithstanding any other provision
of this Article XI, in  the  event  the  Company  is  liquidated within the
meaning  of  Section  1.704-1(b)(2)(ii)(G)  of  the  Regulations   but   no
Dissolution Event has occurred, Property shall not be liquidated, Debts and
other  liabilities  of  the Company shall not be paid or discharged and the
Company's affairs shall not  be  wound  up.   Instead,  solely  for federal
income  tax  purposes, the Company shall be deemed to have contributed  all
Property and all  its  liabilities  to  a  new limited liability company in
exchange for an interest in such new company  and,  immediately thereafter,
the Company shall be deemed to liquidate by distributing  interests in such
new limited liability company to the Members.
(
     (SECTION  11.5.  RIGHTS  OF MEMBERSSection 11.5. Rights of  Members  .
Except as otherwise provided in  this  Agreement,  each  Member  shall look
solely to Property for the return of its Capital Contribution.
(
     (SECTION  11.6. NOTICE OF DISSOLUTION/TERMINATIONSection 11.6.  Notice
of Dissolution/Termination .
(
     *g)In the event  a  Dissolution  Event  occurs or an event occurs that
would, but for provisions of Section 11.1, result  in  a dissolution of the
Company, the Management Committee shall, within thirty (30)  calendar  days
thereafter,  provide  written  notice thereof to each of the Members and to
all other parties with whom the  Company  regularly  conducts  business (as
determined in the discretion of the Management Committee) and shall publish
notice thereof in a newspaper of general circulation in each place in which
the Company regularly conducts business (as determined in the discretion of
the Management Committee).
(
     *h)Upon completion of the distribution of all Property as provided  in
this  Article XI, the Company shall be terminated, and the Liquidator shall
cause the filing of the Certificate of Cancellation pursuant to Section 18-
203 of the Act and shall take all such other actions as may be necessary to
terminate the Company.
     (
     (SECTION  11.7.  ALLOCATIONS DURING PERIOD OF LIQUIDATIONSection 11.7.
Allocations During Period of Liquidation .  During the period commencing on
the first day of the Fiscal  Year  during  which a Dissolution Event occurs
and ending on the date on which all Property  has been distributed pursuant
to Section 11.2 (the "LIQUIDATION PERIOD"), the  Members  shall continue to
share Profits, Losses, and other items of income, gain, loss  or  deduction
in the manner provided in Article IV.
     (SECTION  11.8.  CHARACTER  OF  LIQUIDATING DISTRIBUTIONSSection 11.8.
Character of Liquidating Distributions  .  All payments made in liquidation
of the interest of a Member in the Company  shall  be  made in exchange for
the  interest of such Member in Property pursuant to Section  736(b)(1)  of
the Code, including, but not limited to, the interest of such Member in the
goodwill of the Company.
(
     (SECTION 11.9. THE LIQUIDATORSection 11.9. The Liquidator .
(
     *i)FEES.   The  Company  is  authorized to pay a reasonable fee to the
Liquidator  for services performed pursuant  to  this  Article  XI  and  to
reimburse the  Liquidator  for  reasonable  costs  and expenses incurred in
performing such services.
(
     *j)INDEMNIFICATION.  The Company may indemnify,  save harmless and pay
all judgments and claims against the Liquidator or any officers, directors,
managers, agents or employees thereof relating to any liability  or  damage
incurred  by reason of any act performed or omitted to be performed by  the
Liquidator  or  any  officers,  directors,  managers,  agents  or employees
thereof  in  connection  with  the  liquidation  of  the Company, including
reasonable attorneys' fees incurred thereby in connection  with the defense
of any action based on any such act or omission, which attorneys'  fees may
be  paid  as  incurred,  except  to  the extent such liability or damage is
caused  by  the  fraud,  intentional misconduct  or  knowing  violation  of
Applicable Law by the Liquidator  or  any  officers,  directors,  managers,
agents  or  employees  thereof  that  was material to the subject cause  of
action.
(
     *k)FORM  OF  LIQUIDATING  DISTRIBUTIONS.    For   purposes  of  making
distributions  required  by  Section  11.2,  the  Liquidator may  determine
whether to distribute all or any portion of Property in-kind or to sell all
or any portion of Property and distribute the proceeds therefrom.
(
****ARTIX. :  DISPUTE RESOLUTIONARTICLE XII  DISPUTE RESOLUTION
ARTICLE
     ARTICLE   SECTION  12.1.  GENERAL  PROVISIONSSection   12.1.   General
Provisions .
ARTICLE
     *a)DISPUTE.   Any  dispute,  controversy  or  claim  arising out of or
relating  to  this  Agreement  or  any  related agreement or the  validity,
interpretation,  breach or termination hereof  or  thereof  (other  than  a
dispute, controversy  or  claim (x) brought by a Person who is not a Member
or an Affiliate of a Member  or (y) otherwise involving a Person who is not
a Member or an Affiliate of a  Member  and  such Person is an indispensable
party for appropriate resolution of such dispute,  controversy or claim) (a
"DISPUTE"),  including,  without  limitation,  claims  seeking  redress  or
asserting rights under Applicable Law, shall be settled  by  arbitration in
New  York City in accordance with the Commercial Arbitration Rules  of  the
American Arbitration Association.  The decision and award of the arbitrator
shall  be  final  and binding on all parties in interest. Judgment upon the
decision award (including  the  allocation  of  costs  of  any arbitration)
rendered by the arbitrator may be entered in any Court having  jurisdiction
thereof.   Until completion of such arbitration, no party hereto  may  take
any action not  contemplated herein to force a resolution of the Dispute by
any judicial, arbitral  or  similar  process,  except to the limited extent
necessary to avoid expiration of a claim that might eventually be permitted
hereby or as provided in Section 12.3.
(
     *b)All communications between the parties hereto that are a party to a
Dispute  (each, a "DISPUTE PARTY") or their respective  representatives  in
connection  with the attempted resolution of any Dispute shall be deemed to
have been delivered  in  furtherance  of  a Dispute settlement and shall be
exempt  from  discovery  and production, and shall  not  be  admissible  in
evidence (whether as an admission  or  otherwise), in any arbitral or other
proceeding for the resolution of the Dispute.
(
     *c)In connection with any Dispute,  the parties hereto expressly waive
and forego any right to trial by jury.
(
     (SECTION  12.2.  CONSIDERATION  BY  SENIOR   EXECUTIVESSection   12.2.
Consideration by Senior Executives .  If a Dispute cannot be resolved at an
operational  level,  any  Dispute Party may, by notice to the other Dispute
Parties, request referral to  the  highest  officer of each Member (or such
officer's  designee)  for  their  consideration.   Such  request  shall  be
accompanied by a written statement  of  the  Dispute  and  of  each Dispute
Party's  position.   Within fifteen (15) calendar days after such  request,
each of the non-requesting  Dispute  Parties  shall  either  concur in such
statement  or prepare its own, and such statement(s) shall be delivered  to
the officers  named  above.   Such  officers  shall  meet  in  person or by
telephone within thirty (30) days thereafter to seek a resolution.   If  no
resolution  is  reached  by the expiration of forty-five (45) calendar days
from the referral request,  then  any Dispute Party may submit such Dispute
to resolution as further provided in  Section  12.3  by notice to the other
Dispute Parties.
(
     (SECTION 12.3. ARBITRATIONSection 12.3. Arbitration .
(
     *d)The arbitration shall be conducted in New York  City.  Each Dispute
Party  shall  present  its  case, witnesses and evidence, if  any,  in  the
presence  of  the other Dispute  Parties.   A  written  transcript  of  the
proceedings shall  be  made  and  furnished  to  the  Dispute Parties.  The
arbitrator shall determine (i) any Dispute relating to  the  governance  of
the  Company  in accordance with the law of the state of Delaware, and (ii)
any other Dispute  in  accordance with the law of the state of New York, in
each case without giving effect to any conflict of law rules or other rules
that might render such law  inapplicable  or  unavailable,  and shall apply
this Agreement according to its terms.
(
     *e)The  parties hereto shall be bound by any award or order  resulting
from any arbitration conducted hereunder and:
          (
          ((i)  any monetary award shall include pre-award interest, to the
     extent appropriate,  and  shall  be  made and payable in United States
     currency through a bank selected by the  recipient of such award, free
     of  any  withholding tax or other deduction,  together  with  interest
     thereon at LIBOR in effect on the date of the award, from the date the
     award is granted to the date it is paid in full;
(
          ((ii)  in  the  context  of  an  attempt  by any Dispute Party to
     enforce an arbitral award or order, the parties  hereto  hereby  waive
     any defenses relating to the Dispute Parties' capacity or the validity
     of this Agreement or any related agreement under any law; and
(
          ((iii)   judgment  on  any  award  or  order  resulting  from  an
     arbitration conducted  under  this  Section  12.3  may  be entered and
     enforced in any court (in any country) having jurisdiction  thereof or
     having  jurisdiction  over any of the Dispute Parties or any of  their
     assets.
(
     *f)Except as expressly  permitted  by  this Agreement, no party hereto
shall commence or voluntarily participate in any court action or proceeding
concerning a Dispute, except (I) for enforcement as contemplated by Section
12.3(b)(iii), (II) to restrict or vacate an arbitral  decision based on the
grounds   specified  under  Applicable  Law  and  not  waived  in   Section
12.3(b)(ii),  or  (III)  for interim relief as provided in Section 12.3(d).
For purposes of the foregoing  or enforcement of any undisputed obligation,
each of the parties hereto hereby  irrevocably submits to the non-exclusive
jurisdiction of the courts of any state  or  federal  court  sitting in New
York City and any appellate court from any thereof.
(
     *g)In  addition  to the authority otherwise conferred on the  arbitral
tribunal, such tribunal  hereunder  shall  have  the authority to make such
orders for interim relief, including, without limitation, injunctive relief
and  specific  performance,  as  it may deem just and  equitable.   If  the
tribunal shall not have been appointed,  any Dispute Party may seek interim
relief from a court having jurisdiction if the award to which the applicant
may be entitled may be rendered ineffectual  without  such  interim relief.
Upon appointment of the tribunal following any grant of interim relief by a
court,  the tribunal may affirm or disaffirm such relief, and  the  Dispute
Parties shall  seek  modification  or  rescission  of  the  court action as
necessary to accord with the tribunal's decision.
(
     *h)The  prevailing  Dispute  Party in any arbitration conducted  under
this Section 12.3 shall be entitled  to  recover  from  the  other  Dispute
Parties  (as  part  of the arbitral award or order) such prevailing Dispute
Party's reasonable attorneys' fees and other costs of arbitration.
(
     *i)Insofar as it  is  within  the  control of the Dispute Parties, and
notwithstanding  anything to the contrary  in  the  applicable  arbitration
rules:
(
          ((i) the arbitrator shall be selected within thirty (30) calendar
     days after such Dispute is submitted to arbitration hereunder;
(
          ((ii) any  discovery that may be permitted (A) shall be completed
     within  sixty  (60)   calendar  days,  (B)  shall  not  exceed  single
     depositions  of more than  five  (5)  individuals  per  side  who  are
     directly involved  and  (C)  shall  not  exceed  a  single, reasonable
     request for directly relevant documents;
(
          ((iii)  any  hearing  that  may  be held shall take place  within
     ninety  (90) calendar days after completion  of  discovery,  and  each
     Dispute Party's  presentation  at  the  hearing shall not require more
     than three (3) full days;
(
          ((iv) any written briefs submitted to  the  arbitrator  shall not
     exceed  a  total  of  twenty-five (25) pages prior to the hearing  and
     fifteen (15) pages subsequently, in each case excluding exhibits; and
          ((v) the decision  shall  be  issued  in  writing,  with  reasons
     therefor, within thirty (30) days after the hearing.
(
****ARTIXI. :  MISCELLANEOUSARTICLE XIII  MISCELLANEOUS
ARTICLE
     ARTICLE  SECTION  13.1.  NOTICESSection  13.1.  Notices  .   Except as
otherwise  set forth herein, all notices and other communications given  or
made pursuant  hereto  shall be in writing and shall be deemed to have been
duly given or made as of  the  date  delivered  if  delivered  by  hand, by
telecopier (confirmed by hand delivery or overnight courier service)  or by
overnight courier service to the parties at the following addresses (or  at
such other address for a party as shall be specified by like notice):
ARTICLE
ARTICLE
<TABLE>
<CAPTION>
ARTICLE                                             ARTICLE
                ARTICLE IF TO IASG:                 ARTICLE WITH A COPY TO:
<S>                                                 <C>
                                                    ARTICLE
ARTICLE International Airline Support Group, Inc.   ARTICLE King & Spalding
ARTICLE 1954 Airport Road, Suite 200                ARTICLE 191 Peachtree
ARTICLE Atlanta, GA 30341                           Street
ARTICLE Attention: Chief Financial Officer          ARTICLE Atlanta, GA
ARTICLE Telephone: 770-455-7575                     30303-1763
ARTICLE Telecopier: 770-455-7550                    ARTICLE Attention:
                                                    Philip A. Theodore,
                                                    Esq.
                                                    ARTICLE Telephone: 404-527-4676
                                                    ARTICLE Telecopier: 404-572-5100
                                                    ARTICLE
              ARTICLE IF TO AIRCORP:                ARTICLE WITH A COPY TO:
                                                    ARTICLE
ARTICLE AirCorp, Inc.                               ARTICLE
ARTICLE 3890 West Northwest Highway, Suite 700
ARTICLE Dallas, TX 75220
ARTICLE Attention: Jim Wikert
ARTICLE Telephone: 214-902-2518
ARTICLE Telecopier: 214-350-1399
</TABLE>

ARTICLE
     ARTICLE  SECTION 13.2. BINDING EFFECT; ASSIGNMENTSection 13.2. Binding
Effect; Assignment .  Except as otherwise provided in this Agreement, every
covenant, term  and  provision  of this Agreement shall be binding upon and
inure  to  the  benefit  of the Members  and  their  respective  successors
transferees and assigns.   Notwithstanding  the preceding sentence, neither
this  Agreement  nor  any right, remedy, obligation  or  liability  arising
hereunder or by reason  hereof  shall  be  assignable  by  any party hereto
without the prior written consent of all other parties hereto,  except  for
such transfers that comply with Article X.
ARTICLE
     ARTICLE SECTION 13.3. ENTIRE AGREEMENTSection 13.3. Entire Agreement .
This  Agreement, together with the Omnibus Agreement, represents the entire
understanding of the parties hereto with reference to the matters set forth
herein  and  supersede all prior negotiations, discussions, correspondence,
communications  and  prior  agreements  among  the  parties hereto or their
Affiliates relating to the subject matter herein.
ARTICLE
     ARTICLE SECTION 13.4. WAIVERSection 13.4. Waiver .  Any failure of any
party  hereto  to  comply  with  any  obligation,  covenant,  agreement  or
condition  contained  herein  may be waived by the party  entitled  to  the
benefits  thereof,  but  such waiver  or  failure  to  insist  upon  strict
compliance with such obligation, covenant, agreement or condition shall not
operate as a waiver of, or  estoppel  with  respect  to,  any subsequent or
other failure.
ARTICLE
     ARTICLE SECTION 13.5. INTERPRETATIONSection 13.5. Interpretation .
ARTICLE
     *a)CONSTRUCTION.  Every covenant, term and provision of this Agreement
shall  be construed simply according to its fair meaning and  not  strictly
for or against any Member.
(
     *b)TIME.   In computing any period of time pursuant to this Agreement,
the day of the act,  event  or  default from which the designated period of
time begins to run shall not be included,  but  the time shall begin to run
on the next succeeding day.
(
     *c)HEADINGS.  Article, Section and other headings  contained  in  this
Agreement are for reference purposes only and are not intended to describe,
interpret, define or limit the scope, extent or intent of this Agreement or
any provision hereof.
(
     *d)INCORPORATION  BY  REFERENCE.   Every  exhibit,  schedule and other
appendix  attached  to  this  Agreement  and  referred  to  herein  is  not
incorporated in this Agreement by reference unless this Agreement expressly
otherwise provides.
(
     *e)VARIATION OF TERMS.  All terms and any variations thereof  shall be
deemed  to  refer to masculine, feminine or neuter, singular or plural,  as
the identity of the Person or Persons may require.

     SECTION  13.6.  SEVERABILITYSection  13.6.  Severability  .  Except as
otherwise  provided  in  the  succeeding sentence, every provision of  this
Agreement is intended to be severable and, if any term or provision of this
Agreement is illegal or invalid  for any reason whatsoever, such illegality
or invalidity shall not affect the validity or legality of the remainder of
this Agreement.  The preceding sentence of this Section 13.6 shall be of no
force or effect if the consequence  of  enforcing  the  remainder  of  this
Agreement  without  such  illegal  or invalid term or provision would be to
cause any Member to lose the material benefit of its economic bargain.

     SECTION 13.7. GOVERNING LAWSection  13.7.  Governing  Law .  Except as
set  forth  in  Section 12.3(a), this Agreement shall be governed  by,  and
construed in accordance with the laws of, the state of Delaware.

     SECTION 13.8. COUNTERPART EXECUTIONSection 13.8. Counterpart Execution
 .  This Agreement  may  be  executed in any number of counterparts with the
same effect as if all of the  Members  had  signed  the same document.  All
counterparts  shall  be  construed together and shall constitute  a  single
agreement.

     SECTION 13.9. SPECIFIC PERFORMANCESection 13.9. Specific Performance .
Each Member hereby acknowledges and agrees that (a) the other Members would
be irreparably damaged if  any  of the provisions of this Agreement are not
performed in accordance with their specific terms and that monetary damages
would not provide


an adequate remedy in such event and (b) in addition to any other remedy to
which the non-breaching Members may  be  entitled, at law or in equity, the
non-breaching Members shall be entitled to  injunctive  relief  to  prevent
breaches  of  the  provisions of this Agreement and specifically to enforce
the terms and provisions  hereof  in  any action instituted in any court of
competent jurisdiction.

     IN WITNESS WHEREOF, the parties have  executed  and  entered into this
Operating Agreement of the Company as of the day first above set forth.



                         AIRCORP, INC.



                         By:


                         Name:


                         Title:




                         INTERNATIONAL AIRLINE SUPPORT GROUP, INC.



                         By:


                         Name:


                         Title:














[August 30, 1999 (5:06PM)] [2-848661-1]




<PAGE>




                                EXHIBIT A:

                       THE CERTIFICATE OF FORMATION
            FILED WITH THE OFFICE OF THE SECRETARY OF STATE OF
                           THE STATE OF DELAWARE





<PAGE>




                                EXHIBIT B:

                        THE MANAGERS OF THE COMPANY


<TABLE>
<CAPTION>

Name  Address Designated by
<S>   <C>     <C>
















</TABLE>






<PAGE>




                                EXHIBIT C:

                    THE INITIAL OFFICERS OF THE COMPANY


<TABLE>
<CAPTION>

Name                                                          Address Title
<S>  <C>     <C>
















</TABLE>






<PAGE>




                                EXHIBIT D:

              EXCEPTIONS TO NONTRANSFER RULE OF SECTION 10.1