EXECUTION COPY


                      SECOND AMENDMENT AND AGREEMENT

          SECOND  AMENDMENT  AND  AGREEMENT,  dated as of September 9, 1997
(this  "AMENDMENT"),  to  the  Existing  Credit Agreement  (as  hereinafter
defined),  by  and  among  INTERNATIONAL AIRLINE  SUPPORT  GROUP,  INC.,  a
Delaware corporation (the "BORROWER"), and BNY FINANCIAL CORPORATION, a New
York corporation (the "Lender").

                                 RECITALS

          The Borrower and the Lender have entered into the Existing Credit
Agreement, pursuant to which  the Lender is providing to the Borrower (i) a
$13,000,000.00 revolving credit  facility  (the  "REVOLVER  FACILITY  "), a
$3,000,000.00  term  loan  facility  (the  "TERM  LOAN  A FACILITY"), and a
$3,750,000.00  term  loan  facility (the "TERM LOAN B FACILITY")  which  is
secured by accounts receivable,  inventory  and  other  collateral  of  the
Borrower.  The Borrower has requested that the Lender provide an additional
$1,500,000.00  term  loan facility (as more specifically defined below, the
'TERM LOAN C FACILITY")  for  the  acquisition of one (1) McDonnell Douglas
DC-9-51  aircraft  (bearing  manufacturer's   serial   number  47663)  (the
"AIRCRAFT ACQUISITION").  Subject to the terms and conditions  hereof,  the
Lender  is  willing to provide the Term Loan C Facility to the Borrower and
to amend certain  provisions  of  the Existing Credit Agreement in order to
effectuate the foregoing.

          In consideration of the foregoing and of the mutual covenants and
undertakings herein contained, the  parties  hereto  hereby  agree that the
Existing Credit Agreement is amended as hereinafter provided.

                                 ARTICLE I
                                Definitions

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

          "AGREEMENT":  means  the  Credit Agreement, dated as of September
30, 1996, between the Borrower and the  Lender,  as  amended  by  the First
Amendment,  Waiver  and Agreement, dated as of March 24, 1997, between  the
Borrower and the Lender,  as  further  amended,  supplemented  or otherwise
modified from time to time up to and including this Amendment.

          "EXISTING CREDIT AGREEMENT": means the Credit Agreement, dated as
of  September 30, 1996, between the Borrower and the Lender, as amended  by
the First  Amendment,  Waiver  and  Agreement,  dated as of March 24, 1997,
between  the Borrower and the Lender, as the same  may  have  been  further
amended, supplemented or modified from time to time up to but not including
the effectiveness of this Amendment.

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

          (b)  Unless otherwise indicated, capitalized terms that are  used
but  not  defined  herein  shall  have the meanings ascribed to them in the
Existing Credit Agreement.

                                ARTICLE II
                              Representations

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

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

          (ii) It  has  the  power  and authority, and the legal right,  to
make, deliver and perform this Amendment  and  the  other  Second Amendment
Documents to which it is a party and to borrow under the Agreement  and has
taken  all  necessary  action  to authorize the borrowings on the terms and
conditions  of  the Agreement and  this  Amendment  and  to  authorize  the
execution, delivery  and  performance  of the Second Amendment Documents to
which it is a party.  No consent or authorization  of,  filing with, notice
to  or  other  act by or in respect of, any Governmental Authority  or  any
other Person is  required  in  connection  with  the  borrowings  under the
Agreement  or  with  the  execution,  delivery,  performance,  validity  or
enforceability  of  the  Second Amendment Documents to which it is a party.
Each Second Amendment Document to which the Borrower is a party has been or
will be duly executed and delivered on behalf of the Borrower.  Each Second
Amendment Document to which  the  Borrower  is  a  party  when executed and
delivered  will  constitute  a legal, valid and binding obligation  of  the
Borrower enforceable against it  in  accordance  with its terms, subject to
the    effects   of   bankruptcy,   insolvency,   fraudulent    conveyance,
reorganization,  moratorium and other similar laws relating to or affecting
creditors'  rights   generally,   general   equitable  principles  (whether
considered in a proceeding in equity or at law)  and an implied covenant of
good faith and fair dealing.

          (iii) The conditions contained in Article IV hereof have been
satisfied.

          (b)  The Borrower represents that each of the Credit Documents is
on the date hereof in full force and effect.

                                ARTICLE III
                  Amendments to Existing Credit Agreement

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

               "SECOND   AMENDMENT":  that  certain  Second  Amendment  and
     Agreement, dated as of September 9, 1997, between the Borrower and the
     Lender.

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

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

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

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

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

               "SUN JET LEASE": the Aircraft  Lease Agreement in respect of
     the Term Loan C Aircraft, dated as of August  8, 1997, and between Sun
     Jet  (as  lessee) and the Borrower (as lessor), as  the  same  may  be
     amended, supplemented or modified from time to time.

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

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

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

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

               "TERM LOAN C BORROWING BASE": at any  time,  an amount equal
     to 60% (or such other percentage as the Lender shall determine  in its
     sole  discretion) of the Forced Liquidation Value, after deduction  of
     any applicable  Collateral  Reserves, at such time, of all Term Loan C
     Aircraft.

               "TERM LOAN C FACILITY":  at  any time, the obligation of the
     Lender to make Term Loan C in accordance  with  the provisions of this
     Agreement,  which  shall not exceed an amount equal  to  $1,500,000.00
     MINUS the aggregate amount of repayments of principal then required to
     have been made in accordance with SCHEDULE 2.3C.

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

          (b)  The definition  of  the  term "Approved Aircraft" in Section
1.1 of the Existing Credit Agreement is hereby  deleted in its entirety and
replaced by the following:

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

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

               ""CREDIT DOCUMENTS":  this  Agreement,  the First Amendment,
     the  Second  Amendment,  the  Security  Documents,  each  Consent  and
     Agreement,  Term Note A, Term Note B, Term Note C, any  Revolver  Note
     and  any other  documents,  agreements  or  instruments  executed  and
     delivered to the Lender pursuant to Section 6.11."

          (d)  The  definition  of "Revolver Reserve" in Section 1.1 of the
Existing Credit Agreement is hereby deleted in its entirety and replaced by
the following:

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

          (e)  The definition of "Term Loan Borrowing Bases" in Section 1.1
of  the  Existing  Credit  Agreement  is hereby deleted in its entirety and
replaced by the following:

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

          (f)  The definition of "Term Loan Facilities" in Section  1.1  of
the  Existing  Credit  Agreement  is  hereby  deleted  in  its entirety and
replaced by the following:

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

          (f)  The  definition  of  "Term Loans"  in  Section  1.1  of  the
Existing Credit Agreement is hereby deleted in its entirety and replaced by
the following:

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

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

          (b)  Section  2.3 of the  Existing  Credit  Agreement  is  hereby
amended by deleting subsection  (b)  in  its entirety and replacing it with
the following:

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

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

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

               "(c) At the request of the Borrower  and  after substitution
     of  a  Term  Loan  C  Aircraft  or a Term Loan C Aircraft Engine  (the
     "SUBSTITUTE  TERM LOAN C AIRCRAFT  OR  ENGINE")  for  a  Term  Loan  C
     Aircraft or a  Term  Loan C Aircraft Engine which has been sold or has
     suffered an Event of Loss  within  six  months after repayment of Term
     Loan  C to the extent and as required by Section  3.3(d)  hereof,  the
     Lender may make an advance in an amount equal to the lesser of (i) 60%
     (or such  other  percentage  as the Lender shall determine in its sole
     discretion) of the Forced Liquidation  Value  of  the  Substitute Term
     Loan C Aircraft or Engine, less any applicable Collateral Reserve, and
     (ii)  the  amount,  if  any,  by  which  (A)  $1,500,000.00 MINUS  all
     repayments  of principal made, or required to have  been  made  on  or
     prior to the  date  of  such  advance in accordance with SCHEDULE 2.3C
     hereto exceeds (B) the outstanding principal balance of Term Loan C on
     such date (prior to the making  of  such advance).  Each such advance,
     if  any,  shall be made in the sole and  absolute  discretion  of  the
     Lender and  shall  be  deemed  to comprise part of Term Loan C for all
     purposes hereunder and shall increase  the  Term  Loan C Facility on a
     dollar-for-dollar basis.  From and after the making  of  such  advance
     the  outstanding  principal  balance  of Term Loan C shall include the
     amount of such advance, interest shall  be payable on such amount, and
     the amount of each remaining scheduled principal  repayment  shall  be
     increased  by  an amount equal to (x) the amount of such advance TIMES
     (y) a fraction the  numerator  of  which  is  an  amount equal to such
     scheduled  principal  repayment and the denominator of  which  is  the
     aggregate amount of all remaining scheduled principal repayments."

          4.   AMENDMENTS TO SECTION 3.2(B). Section 3.2(b) of the Existing
Credit Agreement is hereby deleted  in  its  entirety  and  replaced by the
following:

               "(b)  The  Borrower  may at any time and from time  to  time
     prepay any or all of the Term Loans,  in  whole  or  in  part, without
     premium  or penalty after giving to the Lender notice, which  must  be
     received by the Lender no later than 12:00 noon, New York City time on
     the date of such prepayment and which must specify the date and amount
     of prepayment  and  identify the Term Loan as to which such prepayment
     relates.  If any such  notice  is  given, the amount specified in such
     notice shall be due and payable on the  date  specified  therein  with
     respect  to  the  Term  Loan  specified therein and the amount of such
     payments shall be applied against  scheduled  repayments  of principal
     thereof  on  a  PRO RATA basis and shall reduce the related Term  Loan
     Facility on a dollar-for-dollar basis."

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

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

               (ii) Without in any way limiting  the  provisions  of clause
     (i)  of  this  Section  3.3(b),  if  at  any  time  during  the period
     commencing  with  and including month 25 and ending with and including
     month 35, in each case  as  set  forth  on  SCHEDULE  2.3B hereto, the
     outstanding principal amount of Term Loan B exceeds the sum of (i) the
     Term Loan B Borrowing Base, (ii) the excess if any of the  Term Loan A
     Borrowing  Base over the outstanding principal amount of Term  Loan  A
     and (iii) the  excess,  if any, of the Term Loan C Borrowing Base over
     the outstanding principal  amount  of  Term Loan C, the Borrower shall
     immediately prepay Term Loan B in an amount equal to such deficiency.

               (iii) Without in any way limiting  the  provisions of clause
     (i)  of  this  Section  3.3(b),  if  at  any  time  during the  period
     commencing with and including month 22 and ending with  and  including
     month  26,  in  each  case  as  set forth on SCHEDULE 2.3C hereto, the
     outstanding principal amount of Term Loan C exceeds the sum of (i) the
     Term Loan C Borrowing Base, (ii)  the excess if any of the Term Loan A
     Borrowing Base over the outstanding  principal  amount  of Term Loan A
     and (iii) the excess if any of the Term Loan B Borrowing Base over the
     outstanding  principal  amount  of  Term  Loan  B, the Borrower  shall
     immediately prepay Term Loan C in an amount equal to such deficiency."

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

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

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

          7.   AMENDMENTS  TO SECTION 3.5(F). Subsections (ii) and (iii) of
Section 3.5(f) of the Existing Credit Agreement are hereby deleted in their
entirety and replaced by the following:

               "(ii) if, after  termination  of such Aircraft Lease, return
     to the Borrower of the related Aircraft and  receipt  by the Lender of
     an Appraisal with respect thereto, (x) the amount of Loans outstanding
     does  not  exceed  the  sum of the Term Loan Borrowing Bases  and  the
     Revolver Borrowing Base,  (y)  no Event of Default shall have occurred
     and be continuing, and (z) Borrower  certifies  in  writing  to Lender
     that  it  does  not intend to take the related Aircraft out of service
     and/or part out such  Aircraft,  the Lender shall, upon request of the
     Borrower, pay such funds to the Borrower if and to the extent required
     by such Aircraft Lease; and

               (iii) if, after termination  of  such  Aircraft  Lease  such
     funds are not required to be paid to the lessee thereunder and (x) the
     amount of Loans outstanding exceeds the sum of the Term Loan Borrowing
     Base  and  the  Revolver Borrowing Base, (y) an Event of Default shall
     have occurred and  be  continuing, or (z) Borrower fails to certify in
     writing to the Lender that  it  does  not  intend  to take the related
     Aircraft  out  of  service and/or part out such Aircraft,  the  Lender
     shall apply such funds  in accordance with the provisions of paragraph
     (e) of this Section 3.5.

          8.   AMENDMENTS  TO  SECTION   3.5(G).   Section  3.5(g)  of  the
Existing Credit Agreement is hereby deleted in its entirety and replaced by
the following:

               "(g)The  Borrower  agrees that,  upon  the  request  by  the
     Lender, the Borrower will execute  and  deliver  to  the  Lender (i) a
     promissory note of the Borrower evidencing Term Loan A of the  Lender,
     in form and substance acceptable to the Lender ("TERM Note A"), (ii) a
     promissory  note of the Borrower evidencing Term Loan B of the Lender,
     in form and substance  acceptable to the Lender ("TERM NOTE B"), (iii)
     a promissory note of the  Borrower  evidencing  Term  Loan  C  of  the
     Lender,  in  form  and  substance acceptable to the Lender ("TERM NOTE
     C"), and/or (iv) a promissory  note  of  the  Borrower  evidencing the
     Revolver  Advances  of the Lender in form and substance acceptable  to
     the Lender (a "REVOLVER NOTE")."

          9.   AMENDMENTS  TO  SECTION  6.2(C).  Section  6.2(c)  is hereby
deleted in its entirety and replaced by the following:

               "(c) prior to 2:00 p.m., New York City time on each Business
     Day, a Borrowing Base Certificate showing the Revolver Borrowing Base,
     the Term Loan A Borrowing Base, the Term Loan B Borrowing Base and the
     Term Loan C Borrowing Base (but only, (i) in the case of the Term Loan
     A  Borrowing  Base, in connection with the delivery of the first  such
     certificate hereunder  and in each case that the Term Loan A Borrowing
     Base changes from the amount  thereof  most recently reported, (ii) in
     the case of the Term Loan B Borrowing Base,  in  connection  with  the
     delivery of such certificate on the First Amendment Effective Date and
     in  each  case  that  the  Term Loan B Borrowing Base changes from the
     amount thereof most recently  reported),  and (iii) in the case of the
     Ten-n Loan C Borrowing Base, in connection  with  the delivery of such
     certificate on the Second Amendment Effective Date  and  in  each case
     that  the  Term  Loan C Borrowing Base changes from the amount thereof
     most recently reported),  in each case as of the immediately preceding
     Business Day, certified as  complete  and  correct  by  a  Responsible
     Officer  or  any  vice  president  on  behalf  of  the Borrower, which
     Borrowing Base Certificate shall disclose daily updates  of the amount
     of  Eligible  Accounts and Eligible Lease Payment Receivables,  weekly
     updates of the amount of Eligible Inventory and the Forced Liquidation
     Value of Approved Aircraft when required;

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

          11.  AMENDMENTS TO SCHEDULE 1.1. Schedule  1.1  to  the  Existing
Credit Agreement is hereby amended in its entirety to read as is set  forth
on Schedule 1.1 hereto.

          12.  AMENDMENTS  TO  SCHEDULES  2.3A AND 2.3B. Schedules 2.3A and
2.3B are hereby amended to include Schedule  2.3C,  which  shall read as is
set forth on Schedule 2.3C hereto.

                                ARTICLE IV.
                        Conditions to Effectiveness

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

          1.   The  following  documents   shall  have  been  executed  and
delivered by each party thereto:

          (i)  this Amendment;

          (ii) the Term Loan C Aircraft Chattel Mortgage;

          (iii) the Sun Jet Aircraft Lease;

          (iv) the Sun Jet Consent and Agreement;

          (v)  the Term Note C; and

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

         2.    The Lender  shall  have  received executed legal opinions of
King & Spalding, special counsel to the Borrower,  in  form  and  substance
satisfactory  to the Lender and taking into account this Amendment and  the
matters contemplated  hereby  (including, without limitation, opinions with
respect  to  the  validity  of  the  Second  Amendment  Documents  and  the
effectiveness  of  UCC filings in each  state  where  Collateral  described
therein is located).   Such legal opinion shall cover such matters incident
to the transactions contemplated  by  this  Amendment  and the other Second
Amendment Documents as the Lender may reasonably require.

         3.    The Lender shall have received the executed legal opinion of
Crowe & Dunlevy, special FAA counsel to the Borrower, in form and substance
satisfactory  to  the  Lender  taking into account this Amendment  and  the
matters contemplated hereby (including,  without limitation, opinions as to
the  effectiveness  of  the  filing of the Term  Loan  C  Aircraft  Chattel
Mortgage and the Sun Jet Aircraft  Lease with the FAA).  Such legal opinion
shall cover such matters incident to  the transactions contemplated by this
Amendment  and  the other Second Amendment  Documents  as  the  Lender  may
reasonably require.

         4.    The Lender shall have received a copy, in form and substance
reasonably satisfactory  to the Lender, of the corporate resolutions of the
Borrower, authorizing the  Aircraft Acquisition and the execution, delivery
and performance of this Amendment  and the other Second Amendment Documents
to  which  the  Borrower  is a party, certified  by  the  Secretary  or  an
Assistant Secretary of the  Borrower  as  of the Second Amendment Effective
Date, which certificates shall state that the resolutions or authorizations
thereby certified have not been amended, modified,  revoked or rescinded as
of the date of such certificate.

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

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

          7.   The Lender shall have received copies of certificates  dated
as  of  a  recent  date  from  the  Secretary of State or other appropriate
authority  of  such  jurisdiction, evidencing  the  good  standing  of  the
Borrower in the State  of  its  organization  and  in  each State where the
ownership,  lease  or  operation  of  property or the conduct  of  business
requires  it to qualify as a foreign corporation  or  other  entity  except
where the failure to so qualify would not have a Material Adverse Effect.

          8.   The  Lender  shall  have received all chattel paper original
copies of the Sun Jet Lease and all  documents  required  to  be  delivered
under Article Three of the Term Loan C Aircraft Chattel Mortgage.

          9.   Each  of  the  representations  and  warranties  made by the
Borrower  in or pursuant to the Credit Documents shall be true and  correct
in all material  respects  on and as of the Second Amendment Effective Date
as if made on and as of such  date (except to the extent the same relate to
another, earlier date, in which  case they shall be true and correct in all
material respects as of such earlier date).

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

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

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

          13.  The  Lender  shall  have  received   evidence  in  form  and
substance satisfactory to it that all of the requirements of Section 6.6 of
the  Existing  Credit Agreement and Section 5(o) of the  Borrower  Security
Agreement shall  have  been  satisfied  with  respect  to  the  Term Loan C
Aircraft.

          14.  The   Lender  shall  have  received  evidence  in  form  and
substance satisfactory  to  it  that all filings, recordings, registrations
and other actions, including, without  limitation,  the  filing  of  a duly
executed Aircraft Chattel Mortgage with the FAA and financing statements on
forms  UCC-1,  necessary  or,  in  the  opinion of the Lender, desirable to
perfect the Liens created by the Security  Documents  with  respect  to the
Term Loan C Aircraft shall have been completed.

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

                                ARTICLE V.
                               Miscellaneous

          1.   CLOSING FEE; PAYMENT OF EXPENSES. (a) On the First Amendment
Effective  Date,  the Borrower shall  pay  to  the  Lender  in  immediately
available funds a fee  equal  to  $15,000.00 (which shall be in addition to
all fees paid to the Lender prior to  the  execution  and  delivery of this
Amendment).  The Lender is hereby authorized to withhold the amount of such
fee from the proceeds of Term Loan C.

          (b)  Without limiting its obligations under Section  9.5  of  the
Existing  Agreement, the Borrower agrees to pay or reimburse the Lender for
all of its  reasonable  costs and expenses incurred in connection with this
Amendment  and the other Second  Amendment  Documents,  including,  without
limitation,  the  reasonable costs and expenses of Cadwalader, Wickersham &
Taft,  counsel  to  the   Lender   and  expressly  acknowledge  that  their
obligations hereunder constitute "Obligations"  within  the  meaning of the
Existing Credit Agreement.

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

          3.   NO  OTHER  AMENDMENTS; CONFIRMATION.   Except  as  expressly
amended, modified and supplemented  hereby  and  by  the  documents related
hereto,  the  provisions  of  the Existing Credit Agreement and  the  other
Credit Documents shall remain in full force and effect.

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

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

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

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

                          [SIGNATURE PAGE FOLLOWS







<PAGE>




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


                              INTERNATIONAL AIRLINE SUPPORT
                              GROUP, INC.



                              By
                                     Name:
                                     Title:


                              BNY FINANCIAL CORPORATION



                              By
                                     Name:
                                     Title:







<PAGE>




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


                              INTERNATIONAL AIRLINE SUPPORT
                              GROUP, INC.



                              By
                                     Name:
                                     Title:


                              BNY CORPORATION


                              By
                                   Name:
                                   Title:






<PAGE>




SCHEDULE I


                 APPROVED AIRCRAFT, APPROVED AIRCRAFT LEASES-
                 PERMITTED JURISDICTIONS AND PERMITTED LESSEES


TERM LOAN A AIRCRAFT:

     DESCRIPTION                   REGISTRATION NO. MANUFACTURER SERIAL NO.

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

TERM LOAN A ENGINES

     DESCRIPTION                   MANUFACTURER SERIAL NO.

1.   Pratt & Whitney JT8D-7          654823
2.   Pratt & Whitney JT8D-7          649055
3.   Pratt & Whitney JT8D-7          653893
4.   Pratt & Whitney JT8D-7          656961
5.   Pratt & Whitney JT8D-7          653327
6.   Pratt & Whitney JT8D-9          666227







<PAGE>




TERM LOAN B AIRCRAFT

     DESCRIPTION                   REGISTRATION NO. MANUFACTURER SERIAL NO.

1.   Boeing B-727-044F               N94GS            18892
2.   Boeing B-727-031F               N21ONE           18903
3.   Boeing B-727-031F               N22ONE           18905

TERM LOAN B ENGINES

     DESCRIPTION                   MANUFACTURER SERIAL NO.

1.   Pratt & Whitney JT8D-7          654550
2.   Pratt & Whitney JT8D-7          655463
3.   Pratt & Whitney JT8D-7          649033
4.   Pratt & Whitney JT8D-7          654150
5.   Pratt & Whitney JT8D-7          654055
6.   Pratt & Whitney JT8D-7          655321
7.   Pratt & Whitney JT8D-7          648897
8.   Pratt & Whitney JT8D-7          649406
9.   Pratt & Whitney JT8D-7          649368

TERM LOAN C AIRCRAFT

     DESCRIPTION                   REGISTRATION NO. MANUFACTURER SERIAL NO.


1.   McDonnell Douglas DC-9-51       N919PJ           47663



TERM LOAN C ENGINES

     DESCRIPTION                   MANUFACTURER SERIAL NO.


1.   Pratt & Whitney JT8D-17         P688741
2.   Pratt & Whitney JT8D-17         P688116B


APPROVED AIRCRAFT LEASES:

1.   Property  subject  to lease: (1) Boeing 727-044F Aircraft, (3) Pratt &
    Whitney JT8D-7 engines and other related equipment.

Lessee:   Emery Worldwide Airlines, Inc.
Term: February 17, 1994 through  March  19,1999,  plus one day for each day
         that  the  Aircraft is undergoing the First  "C"  Check  and  work
         required to  comply with the "Aging Aircraft" service bulletins in
         accordance with Section 6(d) of the Lease.
Amount:   $45,000 per month plus "D" check reserves of $75 per flight hour.

2.   Property subject to  lease:  (1) Boeing 727-031F Aircraft, (3) Pratt &
     Whitney JT8D-7 engines and other related equipment.

Lessee:   Emery Worldwide Airlines, Inc.
Term: September 2, 1993 through January 22, 1999, plus one day for each day
          that the Aircraft is undergoing the First "C" Check and work
          required to comply with the "Aging Aircraft" service bulletins in
          accordance with Section 6(d) of the Lease.
Amount:   $45,000 per month plus "D" check reserves of $75 per flight hour.

3.   Property subject to lease: (1) Boeing 727-031F Aircraft, (3) Pratt &
     Whitney JT8D-7 engines and other related equipment.

Lessee:   Emery Worldwide Airlines, Inc.
Term: September 2, 1993 through February 1, 1999, plus one day for each day
          that the Aircraft is undergoing the First "C" Check and work
          required to comply with the "Aging Aircraft" service bulletins in
          accordance with Section 6(d) of the Lease.
Amount:   $45,000 per month plus "D" check reserves of $75 per flight hour.

5.   Property subject to lease: (1) McDonnell Douglas DC-9-51 Aircraft, two
     (2) Pratt & Whitney JT8D-17 engines and other related equipment.

Lessee:   Sun Jet International, Inc.
Term: From not later than October 1, 1997 through the earlier of (i)
          October 1, 1999 and (ii) the date on which the next scheduled "D"
          check is due in accordance with Section 3(b) of the Lease.
Amount:   $60,000 per month plus "D" check reserves of $75 per flight hour,
$55 per
          Engine flight hour per Engine and $25 per Airframe flight hour
for APU overhaul.







<PAGE>




                          SCHEDULE I (continued)

PERMITTED JURISDICTIONS:

     WITH RESPECT TO APPROVED AIRCRAFT OTHER THAN TERM LOAN C AIRCRAFT:

          Canada
          United States of America (including the continental U.S. and
          Alaska, Hawaii and the U.S. Virgin Islands)
          United States of Mexico

     WITH RESPECT TO TERM LOAN C AIRCRAFT:

          Canada
          Mexico
          United States of America (including the continental U.S. and
          Alaska, Hawaii
          and the U.S. Virgin Islands)
          the Bahamas
          Bermuda
          Honduras
          Guatemala
          Belize
          Costa Rica
          Panama
          Jamaica
          Cayman Islands
          Dominican Republic
          Puerto Rico
          British Virgin Islands
          Turks and Caios Islands
          Anguilla
          Saint Vincent and Grenadines
          Montserrat
          Antigua and Barbuda
          Guadeloupe
          Dominica
          Martinique
          Barbados
          Grenada
          Aruba
          Saint Lucia
          Netherlands Antilles
          Trinidad and Tobago






<PAGE>




          WITH RESPECT TO ELIGIBLE ACCOUNTS:

          Canada
          United States of America (including the continental U.S. and
          Alaska, Hawaii and the U.S. Virgin Islands)

     WITH RESPECT TO ELIGIBLE LEASE PAYMENT RECEIVABLES:

          Canada
          United States of America (including the continental U.S. and
          Alaska, Hawaii and the U.S. Virgin Islands)
          United States of Mexico


PERMITTED LESSEES:

1.   Property subject to lease: (1) Boeing 727-044F Aircraft, (3) Pratt &
     Whitney JT8D-7 engines and other related equipment.

Lessee:   Emery Worldwide Airlines, Inc.
Term: February 17, 1994 through March 19, 1999, plus one day for each day
          that the Aircraft is undergoing the First "C" Check and work
          required to comply with the "Aging Aircraft" service bulletins in
          accordance with Section 6(d) of the Lease.
Amount:   $45,000 per month plus "D" check reserves of $75 per flight hour.
Sublessee: Ryan International Airlines

2.   Property subject to lease: (1) Boeing 727-031F Aircraft, (3) Pratt &
    Whitney JT8D-7 engines and other related equipment.

Lessee:   Emery Worldwide Airlines, Inc.
Term: September 2, 1993 through January 22, 1999, plus one day for each day
         that the Aircraft is undergoing the First "C" Check and work
         required to comply with the "Aging Aircraft" service bulletins in
         accordance with Section 6(d) of the Lease.
Amount:   $45,000 per month plus "D" check reserves of $75 per flight hour.
Sublessee: Ryan International Airlines

3.   Property subject to lease: (1)  Boeing  727-031F Aircraft, (3) Pratt &
    Whitney JT8D-7 engines and other related equipment.

Lessee:   Emery Worldwide Airlines, Inc.
Term: September 2, 1993 through February 1, 1999, plus one day for each day
         that the Aircraft is undergoing the First "C" Check and work
         required to comply with the "Aging Aircraft" service bulletins in
         accordance with Section 6(d) of the
         Lease.
Amount:   $45,000 per month plus "D" check reserves of $75 per flight hour.
Sublessee: Ryan International Airlines

5.   Property  subject  to lease: (5) Pratt & Whitney  JT8D-7  engines  and
     other related equipment.

Lessee:   Express One International, Inc.
Term: March 3. 1997 through  ___________  in accordance with Section 2.2 of
          the Lease.
Amount:   $8,000 per engine per month plus  $65 per operating cycle or hour
          per engine (whichever is greater).

6.   Property subject to lease: (1) McDonnell Douglas DC-9-51 Aircraft, two
     (2) Pratt & Whitney JT8D-17 engines and other related equipment.

Lessee:   Sun Jet International, Inc.
Term: From not later than October 1, 1997 through the earlier of (i)
          October 1, 1999 and (ii) the date on which the next scheduled "D"
          check is due in accordance with Section 3(b) of the Lease.
Amount:   $60,000 per month plus "D" check reserves of $75 per flight hour,
          $55 per Engine flight hour per Engine and $25 per Airframe flight
          hour for APU overhaul.






<PAGE>




                               SCHEDULE 1.1



                AIRCRAFT.  AIRCRAFT ENGINES AND AIRCRAFT LEASES


AIRCRAFT AND AIRCRAFT ENGINES:

     DESCRIPTION                   REGISTRATION NO. MANUFACTURER SERIAL NO.

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

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

3.   AIRCRAFT ENGINES:
     Pratt & Whitney JT8D engine 654823


4.   AIRCRAFT:
     Boeing 727-044F                  N94GS           18892
     AIRCRAFT ENGINE:
     Pratt & Whitney JT8D-7 engine                   654550
     Pratt & Whitney JT8D-7 engine                   655463
     Pratt & Whitney JT8D-7 engine                   649033


5.   AIRCRAFT:
     Boeing 727-031F                 N21ONE           18903
     AIRCRAFT ENGINES:
     Pratt & Whitney JT8D-7 engine                   654150
     Pratt & Whitney JT8D-7 engine                   654055
     Pratt & Whitney JT8D-7 engine                   655321

 6.  AIRCRAFT:
     Boeing 727-03 IF N22ONE 18905
     AIRCRAFT ENGINES:
     Pratt & Whitney JT8D-7 engine                   648897
     Pratt & Whitney JT8D-7 engine                   649406
     Pratt & Whitney JT8D-7 engine                   649368

7.   AIRCRAFT ENGINES:
     Pratt & Whitney JT8D-9 engine 666227

9.   AIRCRAFT
     McDonnell Douglas DC-9-51 N919PJ 47663

10.  AIRCRAFT ENGINE
     Pratt & Whitney JT8D-17 P688741
     Pratt & Whitney JT8D-17 P688116B






<PAGE>




                           SCHEDULE 1.1 (CONTINUED)
AIRCRAFT LEASE

1    Property subject to lease: (1) Boeing 727-044F Aircraft, (3) Pratt &
     Whitney JT8D-7 engines and other related equipment.

Lessee:   Emery Worldwide Airlines, Inc.
Term: February 17, 1994 through March 19, 1999, plus one day for each day
          that the Aircraft is undergoing the First "C" Check and work
          required to comply with the "Aging Aircraft" service bulletins in
          accordance with Section 6(d) of the Lease.
Amount:   $45,000 per month plus "D' check reserves of $75 per flight hour.
Sublessee: Ryan International Airlines

2.   Property subject to lease: (1) Boeing 727-031F Aircraft, (3) Pratt &
     Whitney JT8D-7 engines and other related equipment.

Lessee:   Emery Worldwide Airlines, Inc.
Term: September 2, 1993 through January 22, 1999, plus one day for each day
          that the Aircraft is undergoing the First 'C" Check and work
          required to comply with the "Aging Aircraft" service bulletins in
          accordance with Section 6(d) of the Lease.
Amount:        $45,000 per month plus "D" check reserves of $75 flight
         hour.
Sublessee: Ryan International Airlines

3.   Property subject to lease: (1) Boeing 727-031F  Aircraft,  (3) Pratt &
     Whitney JT8D-7 engines and other related equipment.

Lessee:   Emery Worldwide Airlines, Inc.
Term: September 2, 1993 through February 1, 1999, plus one day for each day
          that the Aircraft is undergoing the First "C" Check and work
          required to comply with the "Aging Aircraft" service bulletins in
          accordance with Section 6(d) of the Lease.
Amount:   $45,000 per month plus "D" check reserves of $75 per flight hour.
Sublessee: Ryan International Airlines

5.   Property  subject  to  lease:  (5) Pratt & Whitney JT8D-7 engines  and
     other related equipment.

Lessee:   Express One International, Inc.
Term: March 3, 1997 through                    in  accordance  with Section
          2.2 of the Lease.
Amount:   $8,000 per engine per month plus $65 per operating cycle  or hour
          per engine (whichever is greater).

6.   Property subject to lease: (1) McDonnell Douglas DC-9-51 Aircraft, two
     (2) Pratt & Whitney JT8D-17 engines and other related equipment.

Lessee:   Sun Jet International, Inc.
Term: From not later than October 1, 1997 through the earlier of (i)
         October 1, 1999 and (ii) the date on which the next scheduled "D"
         check is due in accordance with Section 3(b) of the Lease.
Amount:   $60,000 per month plus "D" check reserves of $75 per flight hour,
         $55 per Engine flight hour per Engine and $25 per Airframe flight
         hour for APU overhaul.






<PAGE>




                               SCHEDULE 2.3A

                 TERM LOAN A PRINCIPAL REPAYMENT SCHEDULE

      PRINCIPAL                     PRINCIPAL
    PAYMENT DATE:                  AMOUNT DUE:

     October 31, 1996                $33,333.00
     November 30, 1996               $33,333.00
     December 31, 1996               $33,333.00
     January 31, 1997                $33,333.00
     February 28, 1997               $33,333.00
     March 31, 1997                  $33,333.00
     April 30, 1997                  $33,333.00
     May 31, 1997                    $33,333.00
     June 30, 1997                   $33,333.00
     July 31, 1997                  $354,321.00
     August 31, 1997                 $29,321.00
     September 30, 1997              $29,321.00

     October 31, 1997                $36,651.00
     November 30, 1997               $36,651.00
     December 31, 1997               $36,651.00
     January 31, 1998                $36,651.00
     February 28, 1998               $36,651.00
     March 31, 1998                  $36,651.00
     April 30, 1998                  $36,651.00
     May 31, 1998                    $36,651.00
     June 30, 1998                   $36,651.00
     July 31, 1998                   $36,651.00
     August 31, 1998                 $36,651.00
     September 30, 1998              $36,651.00

     October 31, 1998                $43,981.00
     November 30, 1998               $43,981.00
     December 31, 1998               $43,981.00
     January 31, 1999                $43,981.00
     February 28, 1999            $43,981-00
     March 31, 1999                  $43,981.00
     April 30, 1999                  $43,981.00
     May 31, 1999                    $43,981.00
     June 30, 1999                   $43,981.00
     July 31, 1999                   $43,981.00
     August 31, 1999                 $43,981.00






<PAGE>




                         SCHEDULE 2.3A (CONTINUED)

                 TERM LOAN A PRINCIPAL REPAYMENT SCHEDULE


      PRINCIPAL                     PRINCIPAL
    PAYMENT DATE:                  AMOUNT DUE:

     September 30, 1999              $43,981.00

     October 31, 1999                $51,311.00
     November 30, 1999               $51,311.00
     December 31, 1999               $51,311.00
     January 31, 2000                $51,311.00
     February 29, 2000               $51,311.00
     March 31, 2000                  $51,311.00
     April 30, 2000                  $51,311.00
     May 31, 2000                    $51,311.00
     June 30, 2000                   $51,311.00
     July 31, 2000                   $51,311.00
     August 31, 2000                 $51,311.00
     September 30, 2000              $51,311.00

     October 31, 2000                $58,641.00
     November 30, 2000               $58,641.00
     December 31, 2000               $58,641.00
     January 31, 2001                $58,641.00
     February 28, 2001               $58,641.00
     March 31, 2001                  $58,641.00
     April 30, 2001                  $58,641.00
     May 31, 2001                    $58,641.00
     June 30, 2001                   $58,641.00
     July 31, 2001                   $58,641.00
     August 31, 2001                 $58,641.00
     September 30, 2001              $58,641.00






<PAGE>




                                SCHEDULE 2.3B

                  TERM LOAN B PRINCIPAL REPAYMENT SCHEDULE

      PRINCIPAL                     PRINCIPAL
    PAYMENT DATE                   AMOUNT DUE

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

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

     April 30, 1999                       $0.00
     May 1, 1999                          $0.00
     June 30, 1999                        $0.00
     July 31, 1999                        $0.00
     August 31, 1999                      $0.00
     September 30, 1999                   $0.00
     October 31, 1999                     $0.00
     November 30, 1999                    $0.00
     December 31, 1999                    $0.00
     January 31, 2000                     $0.00
     February 29, 2000                    $0.00






<PAGE>




      PRINCIPAL                     PRINCIPAL
    PAYMENT DATE                   AMOUNT DUE

     March 31, 2000               $1,590,000.00






<PAGE>




                                SCHEDULE 2.3C

                  TERM LOAN C PRINCIPAL REPAYMENT SCHEDULE

      PRINCIPAL                     PRINCIPAL
    PAYMENT DATE                   AMOUNT DUE

     September 30, 1997              $50,000.00
     October 31, 1997                $50,000.00
     November 30, 1997               $50,000.00
     December 31, 1997               $50,000.00
     January 31, 1998                $50,000.00
     February 28, 1998               $50,000.00
     March 31, 1998                  $50,000.00

     April 30, 1998                  $50,000.00
     May 31, 1998                    $50,000.00
     June 30, 1998                   $50,000.00
     July 31, 1998                $50,000-00
     August 31, 1998                 $50,000.00
     September 30, 1998           $50,000-00
     October 31, 1998                $50,000.00
     November 30, 1998            $50,000-00
     December 31, 1998               $50,000.00
     January 31, 1999                $50,000.00
     February 28, 1999               $50,000.00
     March 31, 1999                  $50,000.00

     April 30, 1999                  $50,000.00
     May 1, 1999                     $50,000.00
     June 30, 1999                        $0.00
     July 31, 1999                        $0.00
     August 31, 1999                      $0.00
     September 30, 1999                   $0.00
     October 31, 1999                     $0.00
     November 30, 1999              $450,000.00