INTERNATIONAL AIRLINE SUPPORT GROUP INC
EMPOLYMENT DYER
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ldemployedgar.txt
<DESCRIPTION>EMPOLYMENT DYER
<TEXT>
     SECOND  AMENDED  AND  RESTATED  EMPLOYMENT  AGREEMENT
     -----------------------------------------------------


     THIS  SECOND  AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"),
is  made  and  entered  into  as of this ___ day of ______, 2001, by and between
ALEXIUS  A.  DYER  III,  an  individual  resident  of  the  State  of  Georgia
("Executive"),  and  INTERNATIONAL  AIRLINE  SUPPORT  GROUP,  INC.,  a  Delaware
corporation  ("Company").


     W  I  T  N  E  S  S  E  T  H
     ----------------------------


     WHEREAS,  Executive  and  Company  entered  into  an  Amended  and Restated
     Employment  Agreement  as  of  October  3,  1996  (the  "Employment
     Agreement");

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

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

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

     Section1. Employment.
     ---------------------

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

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

     Section2.  Term.
     ---------------

     The  employment of Executive hereunder shall commence as of the date hereof
and  shall  continue  until  the  close  of  business  on  October  1, 2005 (the
"Employment  Term").  Following  the  Employment  Term,  this  Agreement  shall
continue  in force for successive one-year terms (each, a "Renewal Term") unless
either  the  Company  or  Executive  provides written notice to the other, on or
before  October  1,  2004  (or  October 1 of any year thereafter with respect to
Renewal Terms), that this Agreement shall terminate at the end of the Employment
Term  or  Renewal Term, as the case may be.  The Employment Term and any Renewal
Term  may  be  referred  to  collectively  hereinafter  as  the  "Term".

Section3.  Compensation;  Expenses.
----------------------------------

     3.1.     Salary.  During  the  Term,  Executive shall be paid a salary (the
              ------
"Salary")  by  the  Company  at  the  annual  rate  of not less than One Hundred
Ninety-Two  Thousand  Two  Hundred  Dollars  ($192,200).  The  Salary  shall  be
reviewed  by  the  Board  of Directors of the Company on an annual basis and the
Salary  may be increased based on the performance of Executive.  Notwithstanding
the  foregoing, beginning October 1, 2001, the Company shall increase the Salary
effective each October 1 during the term of this Agreement by an amount which is
at  least  equal  to  the  percentage  increase in the Consumer Price Index, all
items, Urban Wage Earners and Clerical Workers, Atlanta, Georgia, Not Seasonally
Adjusted (Bureau of Labor Statistics Data Series ID CWURA319SAO) as computed for
the  most  recent twelve-month period ended prior to October 1 of the applicable
year.  The  Salary shall be paid to Executive in equal weekly installments, less
all  applicable withholding taxes in the same manner as other executive officers
of  the  Company.

     3.2.  [RESERVED].

     3.3.     Bonuses.  In  addition  to  the  Salary,  Executive shall be paid,
              -------
subject  to  conditions  set  forth herein, an annual bonus ("Bonus") during the
Term  and  in  respect of each fiscal year of the Company commencing on or after
May  31,  2000.  The Bonus payable under this subsection 3.3 in each such fiscal
year  shall  be  not  less  than  an  amount  equal  to five percent (5%) of the
Company's  net  income  before  extraordinary and non-recurring items and income
taxes,  and before giving effect to any bonuses paid to the Company's employees,
including  the  Bonus,  as  reported  on the Company's periodic filings with the
Securities  and  Exchange  Commission; provided, however, that, items of revenue
                                       --------  -------  ----
and  expense attributable to the sale of aircraft (whether now owned or acquired
in  the  future)  shall  not  be considered extraordinary or non-recurring items
regardless  of  the  treatment  accorded  such  items  under  generally accepted
accounting  principles  or  the rules of the Securities and Exchange Commission.
The  Bonus  shall  be  paid  in  cash  not  later  than the ninetieth (90th) day
following  the  last day of the fiscal year with respect to which such Bonus was
earned  and in a manner in accordance with the ordinary payroll practices of the
Company.  Notwithstanding  anything to the contrary set forth in this Agreement,
the  Board  of Directors of the Company shall be permitted to pay to Executive a
bonus  in  an  amount in excess of the amount that would be paid pursuant to the
formula  described  in  the  second  sentence  of  this  paragraph  based on the
performance  of  Executive.

     3.4.     Participation  in  Employee  Stock  Option Plan.  During the Term,
              -----------------------------------------------
Executive  shall  be  entitled  to  participate  in the Company's 1996 Long Term
Incentive  and Share Award Plan (the "Stock Option Plan").  All Awards under the
Plan  shall  be  made  in  accordance with and subject to the terms of the Plan.

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

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

     Section4.  Additional  Employment  Benefits.
     -------------------------------------------

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

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

     4.2.     Vacation.   Executive  shall  receive  four weeks of paid vacation
              --------
time  each  fiscal  year of the Company during the Term; provided, however, that
Executive shall receive no more than a total of four weeks of paid vacation time
in  the fiscal year that includes the date of this Agreement.  In the event that
this  Agreement  is  terminated  by  the Company other than for cause, Executive
shall  be paid for each unused vacation day at the rate of 1/365th of the Salary
in  effect  during  the  year  in  which  the  vacation  day  accrued.

     4.3.     Death  Benefit.  Promptly  following  the  execution  of  this
              --------------
Agreement,  the  Company will acquire a $1,000,000 term life insurance policy on
Executive's  life.  As  long  as  Executive  is employed by the Company, (i) the
Company  shall pay the premiums on the policy as and when due and shall maintain
the  policy in full force and effect and (ii) Executive shall have the exclusive
right  to designate the beneficiary under such policy.  The Company shall assign
the  policy  to  Executive, without any cost to Executive, effective immediately
after  Executive  ceases  to  be  an  employee of the Company, regardless of the
reason  for Executive's termination of employment.  The Company shall not pledge
or  otherwise  encumber  the  policy  at  any  time.

4.4.     Disability  Benefits.  The  Company  shall  provide  Executive with the
         --------------------
following  disability  benefits:

     (i)     If  Executive  becomes  disabled during the Term, the Company shall
continue  to pay the Salary to Executive during the period of his incapacity for
a  period  of  not  less  than the exclusion period, if any, provided for in the
disability  insurance  policy referred to in subparagraph 4.4(ii), regardless of
whether  such  period  extends  beyond  the  Term.

(ii)     Promptly  following  the  execution of this Agreement, the Company will
acquire  a  disability  insurance  policy  with  respect  to  Executive and will
maintain the policy in full force and effect during the Term.  Such policy shall
provide  for the payment of the Salary to Executive for a period of no less than
four  years  from  the date of disability (calculated after giving effect to any
exclusion  period).  If  Executive  becomes  disabled  during  the Term and such
disability extends beyond the exclusion period set forth in disability insurance
policy,  Executive shall be paid the benefits provided for under such disability
insurance  policy.  To  the extent the Company is unable to cause such policy to
be  so  amended, then the Company shall be obligated to provide such payments to
Executive  directly.  Such  coverage  shall  apply  regardless  of  whether such
four-year  period  extends  beyond  the  Term.

(iii)     For all purposes under this Agreement, any determination of disability
shall  be  made  in  a  manner  consistent  with  the manner provided for in the
disability  insurance policy referred to in subparagraph 4.4(ii), if such policy
has  not been terminated or cancelled, except that, for purposes of subparagraph
4.4(i),  the  duration  of Executive's condition for determining when disability
has  occurred and when benefits are payable under the policy shall not apply; if
the  policy  described in subparagraph 4.4(ii) has been terminated or cancelled,
then  any  determination of disability shall be made in a manner consistent with
the  definition  of  "Disability"  in  Section  5.1  below.

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

     Section5.  Termination.
     ----------------------

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

     5.1.     Death  or  Disability.
              ---------------------

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

     (b)     Subject to Section 7 below, the Company shall at all times have the
right  to  terminate  Executive's  employment hereunder at any time if Executive
cannot  perform  the  essential  functions  of  his  job  even  with  reasonable
accommodation  due  to  mental  or  physical  incapacity,  illness or disability
(collectively "Disability") for a continuous period of more than twenty-six (26)
weeks.

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

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

A  "Change  of  Control"  means:

     (i)     a  "person"  or  "group"  (within the meaning of Sections 13(d) and
14(d)(2)  of  the Securities Exchange Act of 1934 (the "Exchange Act")) becomes,
is determined by the Board of Directors of the Company (acting in good faith) to
be,  or files a report on Schedule 13D, 13G or 14D-2 (or any successor schedule,
form or report) disclosing that such person or group is the ultimate "beneficial
owner"  (as  defined  in  Rule  13d-3  under  the  Exchange  Act)  of securities
representing  more  than  25% of the combined voting power of the Company's then
outstanding  securities  ordinarily  having  the right to vote at an election of
directors;  provided,  however,  that  the  acquisition  by  the  Company,  its
subsidiaries, any employee benefit plan sponsored by the Company or Executive of
securities  representing more than 25% of such voting power shall not constitute
a  Change  of  Control;

     (ii)     individuals  who,  on  the  date  hereof,  constitute the board of
directors  (together  with  any new directors who were appointed to the board of
directors  by  individuals  who,  on  the  date  hereof, constitute the board of
directors  or  whose  nomination  for  election  to  the  board of directors was
approved  by  the  then  incumbent  Chairman  of  the  Board  of  Directors  and
disregarding  any  Director  who  resigned  from  the  board of directors in the
ordinary  course of business) (the "Board of Directors") cease for any reason to
constitute  at  least  seventy-five percent (75%) of the members of the Board of
Directors  then  in  office;

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

(iv)     the Company is merged, consolidated or reorganized into or with another
corporation  or  other  legal person, or securities of the Company are exchanged
for  securities  of  another  corporation or other legal person, and immediately
after  such  merger,  consolidation, reorganization or exchange less than 50% of
the combined voting power of the then-outstanding securities of such corporation
or  person  immediately after such transaction are held, directly or indirectly,
in  the aggregate by the holders of securities entitled to vote generally in the
election  of  the  members  of the board of directors of the Company immediately
prior  to  such  transaction;

(v)     the stockholders of the Company or the Board of Directors of the Company
shall  take any action in contemplation of the liquidation or dissolution of the
Company;  or

(vi)     any other transaction or series of related transactions occur that have
substantially  the  effect of the transactions specified in any of the preceding
clauses  in  this  sentences.

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

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

     (ii)     the  relocation  of  the  Company's  headquarters  from  Atlanta,
Georgia, the assignment of Executive to an office of the Company located outside
of  Atlanta,  Georgia  or the imposition of any other requirement that Executive
perform his duties, except for the periods of temporary business related travel,
outside  Atlanta,  Georgia;

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

(iv)     the  failure  of  the  Board  of  Director  of  the Company to nominate
Executive for election to the Company's Board of Directors or the failure of the
Company's  stockholders  to  elect Executive to the Board of Directors following
his  nomination.

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

     Section6.  Notice  of  Termination.
     ----------------------------------

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

     Section7.  Obligations  of  the  Company  Upon  Termination.
     -----------------------------------------------------------

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

     7.1.     Death.  If Executive's employment is terminated during the Term by
              -----
reason  of  Executive's death, the Company shall pay, in addition to any accrued
benefits  payable hereunder, to Executive's legal representatives in a lump sum,
an  amount  equal  to  two  times  the  annual  Salary  in effect at the time of
Executive's  death.  Executive's  family  shall  also  be  entitled  to  receive
benefits  at  least equal to those provided by the Company to surviving families
of  executives of the Company in comparable positions under such plans, programs
and  policies  relating  to  family  death benefits, if any.  Executive's family
shall  also be entitled to receive the prior year's Bonus or any portion thereof
remaining  unpaid  at  the  time of Executive's death, plus a bonus equal to the
product  of  the  prior  year's Bonus multiplied by a fraction, the numerator of
which  is  the  number of months Executive was employed during the year of death
and  the  denominator  of  which is twelve.  The Company shall make the payments
required  pursuant  to  this  Section  7.1  to  Executive's  family  as  soon as
practicable  following  Executive's  death,  and,  in  any event, within 30 days
thereafter.

     7.2.     Disability.  If  Executive's  employment  is terminated during the
              ----------
Term  by reason of Executive's Disability, the Company shall pay, in addition to
any  accrued  benefits payable hereunder, to Executive, in a lump sum, an amount
equal  to  two  times  the  annual  Salary  in effect at the time of Executive's
Disability.  Executive shall also be entitled to receive benefits at least equal
to  those  provided  by  the  Company  to  disabled  employees of the Company in
accordance  with  such  plans,  programs and policies relating to disability, if
any.  Executive  shall also be entitled to receive the prior year's Bonus or any
portion  thereof remaining unpaid at the time of Executive's termination, plus a
bonus  equal  to the product of the prior year's Bonus multiplied by a fraction,
the numerator of which is the number of months Executive was employed during the
year  of  termination  and  the  denominator  of  which  is  twelve.

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

     7.4.     Termination  without  Cause  or  Following  a Change of Control or
              ------------------------------------------------------------------
Change  of  Responsibilities.  If  the  Company  shall  terminate  Executive's
    ------------------------
employment  with  the  Company without Cause or if Executive resigns following a
    ----
Change  of  Control or Change of Responsibilities during the Term and within the
period  described  in  Section  5.3:

(a)     the  Company  shall  pay  to  Executive  on  the  effective  date of his
termination or resignation, as the case may be, a lump sum in an amount equal to
the  sum  of (A) the greater of (i) the Salary for the remaining Term or (ii) an
amount  equal to two times the Salary plus (B) an amount equal to the sum of (i)
                                      ----
the  prior  year's  Bonus or any portion thereof remaining unpaid at the time of
Executive's  termination  or resignation, as the case may be, and (ii) an amount
equal  to  two  times  the  average  of  the  two  prior  years'  Bonuses;

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

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

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

(e)     (i) all options to purchase shares of the Company's Common Stock held by
Executive  shall  vest  and shall be subject to immediate exercise by Executive;
notwithstanding  any  provision  in  the  Stock  Option Plan or any option award
certificate  issued  to  Executive  to  the  contrary;

     (ii)  if  Executive informs the Company that he does not intend to exercise
any  or all of the options held by Executive, the Company shall pay to Executive
a  lump  sum  in an amount equal to the value of the options that Executive does
not exercise; the value of the unexercised options shall be determined as of the
effective  date  of  termination  or  resignation, as the case may be, using the
Black-Scholes  option pricing method with the following assumptions:  a dividend
yield  of  0%; volatility equal to the volatility assumed for the Company's most
recently  ended fiscal year as specified in the audited financial statements for
such  fiscal year; a risk-free interest rate equal to the interest rate borne by
90-day Treasury Bills as of the effective date of termination or resignation, as
the  case may be; and an expected holding period equal to the remaining duration
of  the  unexercised  options.

          7.5     Additional  Payments.  If  Executive  is  subject to a federal
                  --------------------
excise  tax  on  all  or any part of any payment made pursuant to Section 7.4 of
this  Agreement  under  Code  Section 4999 or any successor to such Section, the
Company  shall pay to Executive an additional amount sufficient, considering the
state  and federal income and other taxes that Executive will be required to pay
with  respect to such additional amount, to provide to Executive on an after-tax
basis  an  amount equal to the amounts to be paid to Executive without regard to
such  excise  tax.

     Section8.  Non-Disclosure.
     -------------------------

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

     Section9.     Books  and  Records.
     ---------     -------------------

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

     Section10.  Injunction.
     ----------------------

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

     Section11.  Company's  Covenant.
     -------------------------------

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

     Section12.  Miscellaneous.
     -------------------------

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

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

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

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

(a)     If  to  Company:

International  Airline  Support  Group,  Inc.
1954  Airport  Road,  Suite  200
Atlanta,  Georgia  30341

(b)     If  to  Executive,  addressed  to:

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

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

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


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


INTERNATIONAL  AIRLINE  SUPPORT
GROUP,  INC.

By:
Title:    Chairman,  Compensation  Committee

EXECUTIVE

Alexius  A.  Dyer  III


</TEXT>
</DOCUMENT>
