AMENDMENT NO. 3
                                                        TO
                                                 CREDIT AGREEMENT

         Amendment No. 3, dated February 22, 2000 (the  "Amendment"),  to Credit
Agreement  dated June 30,  1998 (as  amended,  the  "Agreement")  by and between
AeroCentury  Corp.,  a  Delaware   corporation   ("AeroCentury"),   the  banking
institutions  signatories hereto and named in Exhibit A attached hereto and such
other  institutions  that hereafter  become a "Bank"  pursuant to ss.10.4 hereof
(collectively  the "Banks" and  individually  a "Bank") and FIRST UNION NATIONAL
BANK, a national banking association, as agent for the Banks under the Agreement
("First  Union" which shall mean in its  capacity as agent  unless  specifically
stated  otherwise).  All capitalized terms used herein and not otherwise defined
shall have the respective meanings ascribed to them in the Agreement.


                              Preliminary Statement

         WHEREAS,  First Union and  AeroCentury,  together with the other Banks,
desire  to  amend  the  Agreement  to  increase  the  Aggregate  Revolving  Loan
Commitment to $35,000,000.

         NOW,   THEREFORE,   in  consideration  of  the  premises  and  promises
hereinafter  set forth and  intending to be legally  bound  hereby,  the parties
hereto agree as follows:

         1.  Amended  and  Restated  Exhibit  A to  Agreement.  Exhibit A to the
Agreement  shall be and is  hereby  amended  and  restated  in its  entirety  as
attached hereto.

         2.  Amended and  Restated  Schedule 1 to  Agreement.  Schedule 1 to the
Agreement  shall be and is  hereby  amended  and  restated  in its  entirety  as
attached hereto.

         3. Conditions  Precedent.  Simultaneous with the execution and delivery
of this Amendment,  AeroCentury shall provide to each Bank all items referred to
Section  4.1(b) of the Agreement to the extent not  heretofore  provided to each
Bank, including but not limited to the execution and delivery to California Bank
& Trust and Sanwa Bank California of amended and restated Revolving Credit Notes
in the principal amount of $10,000,000 and execution and delivery to First Union
National Bank of an amended and restated  Revolving Credit Note in the principal
amount of  $15,000,000.  Further,  AeroCentury  shall provide to each Bank (a) a
Secretary's  Certificate  dated  the  date  of  this  Amendment  certifying  and
attaching  copies of its  Articles of  Incorporation  and Bylaws as currently in
effect,  evidence of corporate authorization of this Amendment and the Agreement
as amended,  and the signatures of the officer or officers authorized to execute
and deliver this  Amendment and the Notes to  California  Bank & Trust and Sanwa
Bank  California,  (b) good  standing  certificates  for  AeroCentury  Corp.  in
California and Delaware,  (c) the legal opinion of  Christopher B. Tigno,  Esq.,
General Counsel to AeroCentury, in form and substance satisfactory to each Bank,
and (d)  such  other  documents  and  agreements  as any Bank  shall  reasonably
request.

         4.  Representations  and  Warranties.  AeroCentury  hereby restates the
representations and warranties made in the Agreement,  including but not limited
to Article 3 thereof,  on and as of the date  hereof as if  originally  given on
this date.


<PAGE>



         5. Covenants.  AeroCentury hereby represents and warrants that it is in
compliance  and has  complied  with  each and  every  covenant  set forth in the
Agreement  (including this  amendment),  including but not limited to Articles 5
and 6 thereof, on and as of the date hereof.

         6.   Affirmation.   AeroCentury   hereby   affirms  its   absolute  and
unconditional  promise to pay to the Banks the Loans and all other  amounts  due
under the Agreement and any other Loan Document on the maturity date(s) provided
in the Agreement or any other Loan  Document,  as such  documents may be amended
hereby.

         7. Effect of Amendment. This Amendment amends the Agreement only to the
extent  and in the  manner  herein  set  forth,  and in all other  respects  the
Agreement is ratified and confirmed.

         8.  Counterparts.  This  Amendment  may  be  signed  in any  number  of
counterparts, each of which shall be an original, with the same effect as if the
signatures hereto were upon the same instrument.

         IN WITNESS WHEREOF,  the parties hereto have each caused this Amendment
to be duly  executed  by their duly  authorized  representatives  as of the date
first above written.


                                AEROCENTURY CORP.




                                By ______________________________



                                FIRST UNION NATIONAL BANK



                                By ______________________________
                                        Helen Wessling
                                        Vice President



                                CALIFORNIA BANK & TRUST



                                By ______________________________
                                        Thomas C. Paton, Jr.
                                        Vice President & Senior
                                        Relationship Manager



<PAGE>




                                        SANWA BANK CALIFORNIA

                                        By ______________________________
                                                 J. Michael Sullivan
                                                  Vice President
<PAGE>




                                 EXHIBIT A

                       BANKS' COMMITMENTS AND PERCENTAGES

 <TABLE>
<S>                                         <C>                                <C>
         Bank                                        Commitment                  Percentage


First Union National Bank                   $15,000,000                          42.86%
Asset Securitization Division
PA4831
1339 Chestnut Street
Philadelphia, PA  19107
FAX No. (215) 786-8304

California Bank & Trust                     $10,000,000                         28.57%
San Francisco Regional Corporate Banking
465 California Street, First Floor
San Francisco, CA  94104
FAX: (415) 875-1456

Sanwa Bank California                        $10,000,000                         28.57%
444 Market Street, 23rd Floor
San Francisco, CA 94111
FAX No. (415) 597-5435
</TABLE>


<PAGE>





                               DISCLOSURE SCHEDULE

Section 3.2  Stock Ownership

  AeroCentury Corp.: Principal Stockholders

         Class             Total Authorized          Total Issued

Common                      3,000,000                           1,606,557

Preferred Stock            2,000,000                                 -0-
         Series A            100,000                                 -0-
         undesignated       1,900,000                                -0-

In  connection  with the adoption of a  shareholders  rights  plan,  AeroCentury
issued  rights to its  shareholders  as of April 23, 1998,  entitling  each such
shareholder the right to purchase 1/100th of a share of Series A Preferred Stock
for each share of Common Stock held by the shareholder.

Of the  1,606,557  shares  outstanding,  63,300  are held as  treasury  stock by
AeroCentury,  representing  shares  repurchased by  AeroCentury  pursuant to its
stock repurchase plan.

Principal Shareholders

To AeroCentury's best knowledge,  the only shareholders of AeroCentury that hold
5% or more of the Common Stock of AeroCentury:

         Holder                     Shares                    Percent

JetFleet Holding Corp.              199,267                   12.9%

Pine Capital Management,            183,300                   11.8%
Incorporated/Hofer & Arnett

Section 3.3 Litigation

None

Section 3.5 Material Adverse Changes

None

Section 3.7 Taxes

None



<PAGE>

Section 3.12 Subsidiaries

AeroCentury holds the entire membership interest of AeroCentury Investments LLC,
a Delaware  limited  liability  company (the "LLC").  The LLC owns two Fokker-50
aircraft on lease to Air Nostrum.  The acquisition  was financed  through seller
financing, which financing was non recourse to AeroCentury Corp.

Section 3.13 Liens

None