ARTICLES OF AMENDMENT

                                       TO

                            ARTICLES OF INCORPORATION

                                       OF

                          FIELDS AIRCRAFT SPARES, INC.

                  Pursuant  to   provisions   of  the  Utah   Revised   Business
Corporation Act, the undersigned  corporation  adopts the following  Articles of
Amendment to its Articles of Incorporation:

                                      FIRST

                  The name of the corporation is Fields Aircraft Spares, Inc.

                                     SECOND

                  The following  amendment to the Articles of Incorporation  was
duly consented to and adopted by the  shareholders  of the corporation on August
7, 1997,  at the annual  meeting  of the  shareholders,  duly held in the manner
prescribed by the Utah Revised Business Corporation Act.

                                      THIRD

         Of the 1,877,131  shares of common stock of the corporation  issued and
outstanding  and entitles to vote,  1,593,164 were present at the meeting either
in person or by proxy.  Of the 1,593,164  shares present and entitled to vote on
all matters to come before the  meeting,  904,288  voted in favor of and 680,074
voted against  adoption of the  following  amendment to Article IV and 1,407,416
voted in favor of and 110,659 voted against adoption of the following  amendment
to Article VIII. The number of votes cast for such amendments was sufficient for
approval by the holders of the corporation's common shares.

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                                     FOURTH

         The first sentence of Article IV is amended to read as follows:

                  "Authorized  Shares. The  total number of shares of stock that
                  the Corporation  shall have  authority to  issue is  5,000,000
                  Common Shares, par value $0.5 per share, and  50,000 Preferred
                  Shares, $0.001 par value per share."

                                      FIFTH

         Article  VIII of the  Articles  of  Incorporation  shall be  amended by
adding the following as the second paragraph:

                  "The   directors   shall   be  divided  into  three   classes,
                  designated  Class I, Class II, and Class III. Each class shall
                  consist,  as nearly as may be  possible,  of  one-third of the
                  total  number of  directors  constituting  the entire Board of
                  Directors.  The term of the initial  Class I  directors  shall
                  terminate   on  the  date  of  the  1998  annual   meeting  of
                  shareholders; the term of the initial Class II directors shall
                  terminate   on  the  date  of  the  1999  annual   meeting  of
                  shareholders;  and the term of the initial Class III directors
                  shall  terminate  on the date of the 2000  annual  meeting  of
                  shareholders. At each annual meeting of shareholders beginning
                  in 1998,  successors  to the  class of  directors  whose  term
                  expires  at  that  annual  meeting  shall  be  elected  for  a
                  three-year  term.  If the number of directors is changed,  any
                  increase or decrease shall be apportioned among the classes so
                  as to maintain the number of directors in each class as nearly
                  equal  as  possible,  but in no case  will a  decrease  in the
                  number  of  directors   shorten  the  term  of  any  incumbent
                  director.  A  director  shall  hold  office  until the  annual
                  meeting  for the year in which  his or her  term  expires  and
                  until his or her successor shall be elected and shall qualify,
                  subject,  however, to prior death, resignation or removal from
                  office.  Any vacancy on the Board of  Directors  that  results
                  from an increase in the number of directors may be filled by a
                  majority of the Board of  Directors  then in office,  provided
                  that a quorum is present,  and any other vacancy  occurring in
                  the Board of  Directors  may be filled  by a  majority  of the
                  directors then in office,  even if less than a quorum, or by a
                  sole remaining director.  Any director of any class elected to
                  fill a vacancy  resulting from an increase in such class shall
                  hold office for a term that shall  coincide with the remaining
                  term of that class. Any director elected to fill a vacancy not
                  resulting  from an increase in the number of  directors  shall
                  have the same remaining term as his or her predecessor."

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         DATED this 8th day of August, 1997.

                                      FIELDS AIRCRAFT SPARES, INC.


                                       By: /s/ Alan Fields
                                          ----------------------
                                          Alan Fields, President



                                        By: /s/ Lawrence J. Troyna
                                           ------------------------
                                           Lawrence J. Troyna, Secretary


         NOTE: Execution of this document  constitutes an acknowledgement  under
         penalties of perjury that this document constitutes the act and deed of
         the entity on behalf of which the  document  is  executed  and that the
         facts stated herein are true.

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