AMENDMENT NO. 1
                                       TO
                                CREDIT AGREEMENT

         Amendment  No. 1, dated  March 30,  1999 (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 '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  this
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 in the manner hereinafter set forth.

         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. Section 1.1 of the Agreement.  The definition of "Required Banks" as
set forth in Section 1.1 of the Agreement is hereby  amended and restated in its
entirety to be as follows:

         "Required  Banks" at any time shall mean Banks  whose  Revolving  Loan
         Commitments  equal or exceed  70% of the total of such  Revolving  Loan
         Commitments if no Loans are outstanding  or, if Loans are  outstanding,
         Banks whose outstanding Loans equal or exceed 70% of the Loans.

         2. Section  2.3(c) of the  Agreement.  The time A12:00 p.m. EST as set
forth in the first line of Section  2.3(c) of the Agreement  shall be and hereby
is amended to be 2:00 p.m. EST.

         3.  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.

         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.

         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.


<PAGE>



         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 _____________________
                                                          Hugh W. Connelly
                                                          Vice President



                                                     CALIFORNIA BANK & TRUST



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


<PAGE>




                                    EXHIBIT A

                       BANKS' COMMITMENTS AND PERCENTAGES

<TABLE>
<S>                                               <C>                           <C>

         Bank                                        Commitment                 Percentage



First Union National Bank                       $15,000,000                     66.67%
Transportation and Leasing Division
FC 1-8-11-24
1339 Chestnut Street
Philadelphia, PA  19107
FAX No. (215) 786-7704

California Bank & Trust                         $ 7,500,000                     33.33%
320 California Street
Suite 600
San Francisco, CA 94104
FAX No. (415) 296-9617

</TABLE>