SDV
                      INTERNATIONAL TRANSPORT AND LOGISTICS

                                  SDV (UK) LTD
                           Unit 9, Fairway, Green Lane
                           Hounslow, Middlesex TW4 6BU
                   Telephone: 0181 577 3456 Fax: 0181 572 0144



FIELDS
Aircraft Spares, Incorporated

341 "A" Street, Filmore, California 93015, USA

                                                               3rd December 1998

SDV WAREHOUSING AND HANDLING CONTRACT

The  Contract is made on the 3rd day of December, One Thousand  Nine Hundred and
Ninety Eight between SDV UK Limited and Fields Aircraft Spares, Incorporated.

Whereby SDV UK undertakes to provide  Warehousing and storage facilities coupled
with Freight Forwarding  services as listed in the following  Appendix's for the
handling and movement of Aircraft Interiors and Rotable spare parts.

APPENDIX ONE:            Warehousing, Storage, Order picking

APPENDIX TWO:            Supply of packing cases and suitable packing materials

APPENDIX THREE:          UK Distribution

APPENDIX FOUR:           Freight Forwarding services

APPENDIX FIVE:           Invoicing, Termination, Review

APPENDIX SIX:            Fields accessibility


ALL BUSINESS IS CARRIED OUT UNDER THE COMPANY'S  TRADING  CONDITIONS,  WHICH ARE
THE BIFA  STANDARD  TRADING  CONDITIONS  1989 AS PRINTED ON THE  REVERSE OF THIS
DOCUMENT.

Registered in England Number 213 1120 Registered Office SDV (UK) Ltd., Tithebarn
House, (2nd Floor), Tithebarn Street, Liverpool L2 2SF.

<PAGE>

APPENDIX ONE: Warehousing, storage, order picking
-------------------------------------------------

For the period January 1st 1999 to May 31st 1999

SDV will  provide an  allocation  within  their  depot at Heathrow of up to 3000
square  feet at any one time for the storage and order  picking  facility.  This
will  include  suitable  racking as agreed by both parties to provide a safe and
clean  environment for the material of Aircraft  Interiors and Rotable  Aircraft
Parts.

SDV will levy a flat fee of GBP 2600.00 inclusive per calendar month.

For the  period  June 1st 1999 to May 31st 2000  (being  the  minimum  committed
period)

SDV will  provide a  permanent  allocation  within  their depot at Heathrow of a
minimum 3000 square feet and a maximum of 5000 square feet identified solely for
the purpose of storing and order  picking on behalf of Fields Inc. SDV undertake
to provide suitable  qualified staff to implement and fulfil the  administrative
obligations  for  certifying  shipping,  packing and to maintain a stock control
inventory with the input of any requested  information  into the Fields computer
system for the whole period of the contract.

SDV will levy a flat fee of GBP 5200.00 inclusive per calendar month.

APPENDIX TWO: Supply of packing cases and material
--------------------------------------------------

SDV will supply  numbers Three Type Reusable  Transport  Cases to the equivalent
packing  specification of, 'internal  dimensions  110x72x65cms' being Heavy duty
pallet box's (polyethylene)

Cost of GBP 199.00 per case plus vat. (one invoice to be raised on purchase)

Suitable  internal  packing  material  will  be  supplied  free  of  charge  for
protection based on a daily UK distribution requirement.

<PAGE>

APPENDIX THREE: UK DISTRIBUTION
-------------------------------

SDV to provide  daily  round trips for  collection  and  delivery  to  specified
accounts as given by 'FIELDS  Inc'.  Quotations  will be provided  and agreed as
required to any other areas than applicable at this time of contract.

DAILY ROUND TRIPS.

British Airways (Blackwood)         =       GBP 80.00 per round trip

British Airways (Heathrow)          =       GBP 20.00 per round trip

These amounts are to be invoiced on a monthly basis on the 31st of each calendar
month and to be inclusive of all activity for that period in question.

APPENDIX FOUR:  Freight Forwarding services
-------------------------------------------

SDV will provide suitable  qualified staff to offer a range of services to cover
all modes of  transport  with an  obligation  to keep FIELDS  updated in all new
custom  procedures  and to obtain  competitive  prices  related to any  specific
markets.

IMPORT CLEARANCE           GBP 35.00 Per consignment

IMPORT AIRLINE HANDLING    GBP .011 Per kilo Minimum GBP 24.00

TRANSFER TO BOND           GBP 25.00 Per consignment

Any other additional services to be quoted on request as applicable.

AOG  ORDERS
We confirm that we would apply an AOG call out fee of GBP 65.00 per call out
(This  would  only be  applicable  if an AOG was  requested  outside  our normal
working  hours,  any AOG called within  normal  working hours would be processed
free of charge) 
Any other costs IE: freight / special  haulage  etc  would  be  levied  at  IATA
equivalent costing.

<PAGE>

APPENDIX FIVE: Invoicing, Termination, Review.
----------------------------------------------

Invoicing will be split into two grades of rating.

A)       Monthly invoicing for services provided under Appendix One and Appendix
         three
B)       Single entity invoicing covering the transportation and clearance costs
         for a any such transactions falling under Appendix Four.
Terms of payment are 30 days from date of invoice.

Termination

After the initial  committed one year  agreement from the date of this contract,
Either  party  shall have the right to  terminate  this  contract at any time by
giving One Hundred and Eighty (180) days notice in writing to the other party.

In the event either party elects so to terminate this agreement,  then SDV shall
be  entitled  to submit an  independent  audited  claim to FIELDS for the sum of
value of all work in hand  subject to SDV  performance  remaining  unpaid at the
effective date of termination ('Work-In-Progress')

Review

All prices quoted will be held for a term equal to a least  Fifteen  Months from
the  effective  date of contract and would be subject to review on a six monthly
basis  thereafter,  In-line with the agreement of a six month rolling  contract.
Any price increase must reflect a market force and are at the sole discretion of
FIELDS with a effective cooling period of not less than 60 days.

APPENDIX SIX:  Fields accessibility
-----------------------------------

Fields Aircraft  Spares,  Inc. its  representative  auditors and bankers must be
guaranteed  full access,  during  normal  working hours to the inventory and its
records.  They shall  however not be allowed to remove any items from this store
without UK custom formalities being completed.





FOR AND ON BEHALF OF:                        FOR AND ON BEHALF OF: 

SDV UK Limited                               FIELDS Aircraft Spares Incorporated

SIGNED /s/ J.P. Berryman                     SIGNED /s/ Neil E. O'Hara      
      -------------------------                    -------------------------
NAME   J.P. Berryman                         NAME  Neil E. O'Hara           
      -------------------------                    -------------------------
TITLE  Branch Manager                        TITLE Sr. Vice President       
      -------------------------                    -------------------------
DATE   9-12-98                               DATE  12/8/98                  
      -------------------------                    -------------------------
                                                                            
WITNESS /s/ D. Fairhall                      WITNESS /s/ Stephen C. Luther  
      -------------------------                    -------------------------
NAME   D. Fairhall                           NAME  Stephen C. Luther        
      -------------------------                    -------------------------
TITLE  Warehouse Manager                     TITLE Director-Operations      
      -------------------------                    -------------------------
DATE   9-12-98                               DATE  12-8-98                  
      -------------------------                    -------------------------