Warrant Certificate No. S-___
                                                               _______ Shares



NEITHER  THESE  WARRANTS NOR THE COMMON  SHARES  ISSUABLE UPON EXERCISE OF THESE
WARRANTS HAVE BEEN REGISTERED WITH THE U.S.  SECURITIES AND EXCHANGE  COMMISSION
OR THE  SECURITIES  COMMISSION OF ANY STATE IN RELIANCE  UPON AN EXEMPTION  FROM
REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). THESE WARRANTS AND THE COMMON SHARES ISSUABLE UPON EXERCISE
OF THESE  WARRANTS ARE  RESTRICTED  AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OR TO ANY U.S.  PERSON (AS SUCH TERMS ARE DEFINED IN REGULATION S) EXCEPT
PURSUANT TO  REGULATION  S UNDER THE ACT, AN  EFFECTIVE  REGISTRATION  STATEMENT
UNDER THE ACT OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM.

      These Warrants shall cease to be exercisable and shall be void after
        5:00 p.m., Simi Valley, California time, on ______________, 1998


                         COMMON SHARE PURCHASE WARRANTS
                                       OF
                          FIELDS AIRCRAFT SPARES, INC.


FOR VALUE  RECEIVED,  Fields  Aircraft  Spares,  Inc.  (the  "Company"),  a Utah
corporation,   hereby   certifies   that   ____________,    whose   address   is
_________________________________,  or his  permitted  assigns,  is  entitled to
purchase from the Company,  subject to the conditions and upon the terms of this
Warrant,  at any time or from time to time  after the date  hereof  and prior to
5:00 p.m. Simi Valley,  California Utah time, on __________,  1998, an aggregate
of _______ fully paid and  nonassessable  Common  Shares $.05 per share,  of the
Company at a per share  exercise price of $6.25 per share (subject to adjustment
as provided herein). Hereinafter (i) said common shares, together with any other
equity  securities which may be issued by the Company with respect thereto or in
substitution  therefor,  is  referred to as "Common  Stock,"  (ii) the shares of
Common Stock  purchasable  hereunder  are  referred to as the "Warrant  Shares,"
(iii) the  aggregate  purchase  price payable  hereunder for the Warrant  Shares
calculated as set forth in Paragraph 1 is referred to as the "Aggregate  Warrant
Price,"  (iv) the price  payable  hereunder  for each of the  Warrant  Shares is
referred to as the "Per Share Warrant Price," (v) this Warrant, and all warrants
hereafter issued in exchange or substitution for this Warrant are referred to as
the  "Warrant"  and  (vi) the  holder  of this  Warrant  is  referred  to as the
"Holder."

<PAGE>

         The Per Share Warrant  Price is subject to  adjustment  pursuant to the
anti-dilution  provisions  of  Paragraph  hereof.  In  the  event  of  any  such
adjustment,  the number of Warrant  Shares  shall be adjusted  by  dividing  the
Aggregate  Warrant Price by the Per Share  Warrant  Price in effect  immediately
after such adjustment.

         1. Exercise of Warrant. This Warrant may be exercised,  in whole at any
time or in part from time to time  during the  period  (the  "Exercise  Period")
commencing on the date hereof,  and ending on 5:00 p.m. Simi Valley,  California
time then current on __________,  1998,  by the  Holder of this  Warrant  by the
surrender  of this  Warrant  (with  the  exercise  form at the end  hereof  duly
executed)  at the address set forth in  Subsection  (a)  hereof,  together  with
payment of the Aggregate  Warrant Price,  or the  proportionate  part thereof if
this Warrant is exercised in part.  Payment for Warrant  Shares shall be made by
certified or official bank check or wire transfer of immediately available funds
payable to the order of "Fields Aircraft Spares, Inc." The Warrant shall expire,
and exercise shall no longer be allowed,  to the extent the Warrant has not been
exercised by the expiration of the Exercise Period.

         2. Partial  Exercise of Warrant.  If this Warrant is exercised in part,
this Warrant must be exercised for a minimum of 1,000 shares of Common Stock and
if the  Exercise  Period has not expired the Holder is entitled to receive a new
Warrant  covering the number of Warrant  Shares in respect of which this Warrant
has not been exercised and setting forth the proportionate part of the Aggregate
Warrant Price  applicable to such Warrant  Shares.  Upon such  surrender of this
Warrant, the Company will (a) issue a certificate or certificates in the name of
the Holder for the largest  number of whole  shares of Common Stock to which the
Holder shall be entitled and, if this Warrant is exercised in whole,  in lieu of
any fractional  share of the Common Stock to which the Holder shall be entitled,
cash  equal  to the fair  value of such  fractional  share  (determined  in such
reasonable manner as the Board of Directors of the Company shall determine), and
(b) deliver the proportionate part thereof if this Warrant is exercised in part,
pursuant to the  provisions  of this  Warrant.  The Warrant  shall  expire,  and
exercise  shall no longer be  allowed,  to the extent the  Warrant  has not been
exercised by the expiration of the Exercise Period.

         3. Redemptions of Warrants. The Warrants are redeemable by the Company,
in whole or in part, on not less than thirty (30) days' prior written  notice at
a redemption  price of $.01 per Warrant at any time,  provided  that the closing
price of the Common  Stock on all twenty (20)  trading  days ending on the third
day prior to the day on which the Company gives notice of redemption has been at
least $6.25 per share.  The redemption  notice shall be mailed to the holders of
the Warrants at their addresses set forth in Subsection 10(b) hereof. Holders of
the Warrants will have  exercise  rights until the close of business on the date
fixed for redemption.


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<PAGE>

         4.       Reservation of Warrant  Shares.  The Company will at all times
during  the  Exercise  Period  have  authorized  and  reserved,  and  will  keep
available,  solely for issuance or delivery  upon the exercise of this  Warrant,
the Warrant Shares.

         5.       Anti-Dilution Provisions.

                  (a) If,  at any time or from  time to time  after  the date of
this Warrant,  the Company shall distribute property or assets to all holders of
Common  Stock  (excluding  (x)  dividends  paid in,  or  distributions  of,  the
Company's  capital  stock for which the  number  of  Warrant  Shares  receivable
hereunder shall have been adjusted pursuant to Subsection (b), and (y) dividends
or distributions  paid in cash) (any of the foregoing being  hereinafter in this
Subsection  (a) called the  "Property"),  then,  in each such case,  the Company
shall reserve  sufficient  Property for distribution to the Holder upon exercise
of the Warrant so that,  in addition to the shares of Common  Stock to which the
Holder is entitled,  the Holder will  receive upon such  exercise the amount and
kind of such  Property  which such Holder would have received if the Holder had,
immediately  prior to the  record  date for the  distribution  of the  Property,
exercised the Warrant.  Notice of each such  distribution  shall be given to the
Holder  concurrently  with any  notice  given to the  holders  of  Common  Stock
regarding such distribution.

                  (b) In case the Company shall  hereafter (i) pay a dividend or
make a distribution on its Common Stock payable in shares of capital stock, (ii)
subdivide  its  outstanding  shares of  Common  Stock  into a greater  number of
shares,  (iii)  combine its  outstanding  shares of Common  Stock into a smaller
number of shares  or (iv)  issue by  reclassification  of its  Common  Stock any
shares of capital  stock of the  Company,  then,  in any such event,  the Holder
shall be entitled to receive the aggregate  number and kind of shares which,  if
the Warrant had been exercised immediately prior to the record date with respect
to the  dividend  or  distribution  or the  effective  date of the  subdivision,
combination  or  reclassification,  he would  have been  entitled  to receive by
virtue   of   such   dividend,   distribution,   subdivision,   combination   or
reclassification,  and  the Per  Share  Warrant  Price  shall  be  appropriately
adjusted.  Such adjustment shall be made successively  whenever any event listed
above shall occur.  An  adjustment  made pursuant to this  subsection  (b) shall
become effective  immediately after the record date in the case of a dividend or
distribution and shall become effective  immediately after the effective date in
the case of a subdivision,  combination or reclassification.  If, as a result of
an adjustment  made pursuant to this  subsection (b), the Holder of this Warrant
shall become  entitled to receive shares of two or more classes of capital stock
or shares of Common  Stock and other  capital  stock of the  Company,  then this
Warrant  may  thereafter  be  exercised  for units  consisting  of whole  number
multiples of each such securities, as designated by the Board of Directors.

                  (c)      In case of any of the following events (each of which
shall be deemed a  "Reorganization  Event"):  (i) any consolidation or merger to
which the Company is a party,  other than a merger or consolidation in which the


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<PAGE>

Company is the  continuing  corporation,  (ii) any sale or conveyance to another
entity of all or  substantially  all of the assets of the Company  (including  a
sale  of  all  or  substantially  all  of  the  assets  of  the  Company  for  a
consideration  consisting  primarily  of  securities)  or  (iii)  any  statutory
exchange of securities with another corporation (including any exchange effected
in connection with a merger of a third party into the Company), the Holder shall
have the right  thereafter to receive upon exercise of this Warrant the kind and
amount of  securities,  cash or other property which he would have owned or have
been entitled to receive  immediately after such  Reorganization  Event had such
Warrant  been  converted  immediately  prior  to  the  effective  date  of  such
Reorganization Event and in any such case, if necessary,  appropriate adjustment
shall be made in the  application  of the  provisions  set forth in this Section
with  respect to the rights and  interests  thereafter  of the Holder to the end
that the provisions set forth in this Section shall  thereafter  correspondingly
be made applicable, as nearly as may reasonably be, in relation to any shares of
stock or other securities or property thereafter  deliverable on the exercise of
this Warrant.  The foregoing  provisions of this  Subsection (c) shall similarly
apply to successive  Reorganization  Events.  Notice of any Reorganization Event
and of said  provisions so proposed to be made shall be mailed to the Holder not
less than 30 days prior to the effective date of such event.

                  (d)  Notwithstanding  any other provision of this Section , no
adjustment  in the Per  Share  Warrant  Price  shall  be  required  unless  such
adjustment  would require an increase or decrease of at least $0.05 per share of
Common Stock and no  adjustment  in the number of Warrant  Shares  issuable upon
exercise of this Warrant shall be required if such  adjustment  would  represent
less than one  percent  of the  number  of  Warrant  Shares to be so  delivered;
provided,  however,  that any adjustments which by reason of this Subsection (d)
are not  required to be made shall be carried  forward and taken into account in
any subsequent adjustment, and provided further, however, that adjustments shall
be required and made in accordance  with the  provisions of this Section  (other
than this  Subsection  (d)) not later than such time as may be required in order
to  preserve  the  tax-free  nature  of  a  distribution  to  the  Holder.   All
calculations  under this  Section  shall be made to the  nearest  cent or to the
nearest  1/100th of a share, as the case may be. Anything in this Section to the
contrary notwithstanding,  the Company shall be entitled to make such reductions
in the Per Share Warrant Price,  in addition to those required by this Section ,
as it in its  discretion  shall  deem to be  advisable  in order  that any stock
dividend,  subdivision of shares, or distribution of rights to purchase stock or
securities  convertible or exchangeable  for stock hereafter made by the Company
to its shareholders shall not be taxable.

                  (e)  Whenever  the Per  Share  Warrant  Price is  adjusted  as
provided in this Section and upon any  modification  of the rights of the Holder
of this Warrant in  accordance  with this Section , the Company  shall  promptly
prepare a certificate of the Company's  Chief Financial  Officer,  setting forth
the Per  Share  Warrant  Price and the  number  of  Warrant  Shares  after  such
adjustment or the effect or such  modification,  a brief  statement of the facts
requiring such adjustment or  modification  and the manner of computing the same
and cause a copy of such certificate to be mailed to the Holder.


                                        4

<PAGE>

                  (f) If the Board of Directors of the Company shall declare any
dividend or other  distribution in cash with respect to the Common Stock,  other
than out of earned surplus,  the Company shall mail notice thereof to the Holder
not  less  than  15  days  prior  to  the  record  date  fixed  for  determining
shareholders entitled to participate in such dividend or other distribution.

         6. Fully Paid Stock;  Taxes. The shares of the Common Stock represented
by each and every  certificate  for Warrant Shares  delivered on the exercise of
this  Warrant  shall,  at the  time of such  delivery,  be  validly  issued  and
outstanding,  fully paid and non-assessable,  and not subject to any pre-emptive
rights, and the Company will take all such actions as may be necessary to assure
that the par value or stated value,  if any, per share of the Common Stock is at
all times equal to or less than the then Per Share  Warrant  Price.  The Company
shall pay, when due and payable,  any and all Federal and state stamp,  original
issue or  similar  taxes  which may be  payable  in  respect of the issue of any
Warrant Share or certificate therefor.

         7.       Transfer.

                  (a)  Securities  Laws.  Neither  this  Warrant nor the Warrant
Shares  issuable  upon the exercise  hereof have been  registered in reliance on
Regulation S promulgated under the Securities Act of 1933, as amended (the "Act"
or the  "Securities  Act") or under  any  state  securities  laws and  unless so
registered may not be  transferred,  sold,  pledged,  hypothecated  or otherwise
disposed of except  pursuant to  Regulation  S under the Act unless an exemption
from such  registration  is available.  Except as provided in subsection  (b) of
this Section , this Warrant shall bear the following legend:

         NEITHER THESE WARRANTS NOR THE COMMON SHARES  ISSUABLE UPON EXERCISE OF
         THESE  WARRANTS  HAVE  BEEN  REGISTERED  WITH THE U.S.  SECURITIES  AND
         EXCHANGE  COMMISSION  OR THE  SECURITIES  COMMISSION  OF ANY  STATE  IN
         RELIANCE  UPON  AN  EXEMPTION  FROM  REGISTRATION  UNDER  REGULATION  S
         PROMULGATED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").
         THESE  WARRANTS AND THE COMMON  SHARES  ISSUABLE UPON EXERCISE OF THESE
         WARRANTS  ARE  RESTRICTED  AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
         STATES OR TO ANY U.S.  PERSON (AS SUCH TERMS ARE DEFINED IN  REGULATION
         S)  EXCEPT  PURSUANT  TO  REGULATION  S UNDER  THE  ACT,  AN  EFFECTIVE
         REGISTRATION  STATEMENT  UNDER  THE ACT OR  PURSUANT  TO AN  APPLICABLE
         EXEMPTION THEREFROM.

                  (b)  Conditions  to Transfer.  In the event Holder  desires to
transfer this Warrant or (in the absence of  registration  under the  Securities
Act) any of the Warrant  Shares  issued,  the Holder must give the Company prior


                                        5

<PAGE>

written notice of such proposed  transfer  including the name and address of the
proposed transferee.  Such transfer may be made only either (i) upon publication
by the  Securities  and  Exchange  Commission  (the  "Commission")  of a ruling,
interpretation, opinion or "no action letter" based upon facts presented to said
Commission,  or (ii) upon  receipt by the  Company  of an  opinion  of  Holder's
counsel  acceptable  to the  Company,  in  either  case to the  effect  that the
proposed  transfer will not violate the  provisions of the  Securities  Act, the
Securities  Exchange  Act of 1934,  as  amended,  or the rules  and  regulations
promulgated under either such act (collectively,  the "Securities Laws").  Prior
to any such proposed transfer,  and as a condition thereto,  if such transfer is
not made pursuant to an effective  registration  statement  under the Securities
Act,  the Holder will,  if requested by the Company,  deliver to the Company any
representation or agreement  reasonably  requested to determine  compliance with
the Securities Laws.

                  (c)  Indemnity.   The  Holder  acknowledges  that  the  Holder
understands the meaning and legal  consequences of this Section , and the Holder
hereby shall indemnify and hold harmless the Company,  its  representatives  and
each officer,  director and control  person thereof from and against any and all
loss,  damage or liability  (including all attorneys' fees and costs incurred in
enforcing this indemnity  provision) due to or arising out of (i) the inaccuracy
of any  representation or the breach of any warranty of the Holder contained in,
or any other breach of, this Warrant, (ii) any transfer of the Warrant or any of
the Warrant Shares in violation of the Securities  Act, the Securities  Exchange
Act of 1934, as amended,  or the rules and regulations  promulgated under either
of such acts, (iii) any transfer of the Warrant or any of the Warrant Shares not
in  accordance  with this  Warrant or (iv) any untrue  statement  or omission to
state any material fact in connection  with the  investment  representations  or
with  respect  to the facts and  representations  supplied  by the Holder or its
agents to the Company or its counsel in connection with any transfer or proposed
transfer of the Warrant or any Warrant Shares.

                  (d)  Transfer.  Except  as  provided  in this  Section  , this
Warrant and the Warrant  Shares issued may be transferred by the Holder in whole
or in part at any time or from time to time.  Upon  surrender of this Warrant to
the  Company  or at the office of its stock  transfer  agent,  if any,  with the
Assignment  Form annexed  hereto duly  executed and funds  sufficient to pay any
transfer tax, and upon  compliance  with the foregoing  provisions,  the Company
shall, without charge, execute and deliver a new Warrant or Warrants in the name
of the assignee or assignees  named in such  Assignment  Form (and if the entire
amount of the Warrant is not being transferred,  in the name of the Holder), and
this Warrant shall  promptly be cancelled.  Any  assignment,  transfer,  pledge,
hypothecation  or other  disposition of this Warrant  attempted  contrary to the
provisions  of this  Warrant,  or any  levy of  execution,  attachment  or other
process attempted upon the Warrant, shall be null and void and without effect.

         8.       Loss, etc. of Warrant.  Upon  receipt of evidence satisfactory
to the Company of the loss,  theft,  destruction  or mutilation of this Warrant,
and of indemnity  reasonably  satisfactory  to the Company,  if lost,  stolen or


                                        6

<PAGE>


destroyed,  and upon surrender and  cancellation of this Warrant,  if mutilated,
the Company  shall execute and deliver to the Holder a new Warrant of like date,
tenor and denomination.

         9. Warrant Holder Not Shareholder. Except as otherwise provided herein,
this  Warrant does not confer upon the Holder any right to vote or to consent to
or receive  notice as a shareholder  of the Company,  as such, in respect of any
matters  whatsoever,  or any other rights or liabilities as a shareholder of the
Company, either at law or in equity, and the rights of the Holder are limited to
those expressed in this Warrant.

         10. Communication.  No notice or other communication under this Warrant
shall be  effective  unless the same is in  writing  and is either (i) mailed by
first-class  mail,  postage  prepaid,  in which event the notice shall be deemed
effective  three  days  after  deposit  in  the  mails,  or  (ii)  delivered  by
established  delivery  service  which  guarantees  three  business  days or less
delivery,  in  which  event  the  notice  is  deemed  effective  on the  date of
guaranteed  delivery.  Regardless  of the  method  of  delivery,  the  notice or
communication shall be addressed to:

                  (a)  the  Company  at  2251-A   Ward   Avenue,  Simi   Valley,
California 93065,  Attention: Chief  Executive Officer  or such other address as
the Company has designated in writing to the Holder, or

                  (b)  the  Holder  at the  address  indicated  in  the  opening
paragraph  hereof, or such other address as the Holder has designated in writing
to the Company.

         11.      Headings.  The headings of this Warrant  have been inserted as
a matter of convenience and shall not affect the construction hereof.

         12.      Applicable  Law.  This  Warrant   shall  be  governed  by  and
construed in accordance  with the law of the State of Utah without giving effect
to the principles of conflicts of law thereof.

         13.  Warrant  Register.  The Company will  register this Warrant in the
Warrant  Register  in  the  name  of the  record  holder  to  whom  it has  been
distributed  or assigned in accordance  with the terms  hereof.  The Company may
deem and treat the  registered  Holder of this  Warrant  as the  absolute  owner
hereof  (notwithstanding  any notation of ownership or other writing hereon made
by anyone) for the purpose of any  exercise  hereof or any  distribution  to the
Holder and for all other purposes,  and the Company shall not be affected by any
notice to the contrary.

         14.      Successors.  All of the provisions  of this  Warrant by or for
the benefit of the  Company or the  Holder shall bind  and inure to  the benefit
of their respective successors and assigns.

                                        7

<PAGE>

         IN WITNESS  WHEREOF,  Fields  Aircraft  Spares,  Inc.  has caused  this
Warrant  Certificate  to be signed by its President and its corporate seal to be
hereunto affixed and attested by its Secretary this ___ day of July, 1996.


ATTEST:                             FIELDS AIRCRAFT SPARES, INC.


_________________________           By: ________________________________

                                    President

[Corporate Seal]

                                        8

<PAGE>

                                  EXERCISE FORM

                          To be executed by the Holder
                          in Order to Exercise Warrants


         The undersigned Holder hereby irrevocably elects to exercise __________
Warrants represented by this Warrant Certificate, and to purchase the securities
issuable upon the exercise of such Warrants,  and requests that certificates for
such securities shall be issued in the Holder's name and be delivered to

                    ========================================
                    ========================================
                         [please print or type address]

and if such number of Warrants  shall not be all the Warrants  evidenced by this
Warrant Agreement, that a new Warrant Agreement for the balance of such Warrants
be registered in the name of, and delivered to, the Holder at the address stated
above.

         The undersigned  certifies that it  is not a U.S. person  as defined in
Regulation S of  the Securities Act  and that the Warrant is not being exercised
on behalf of a U.S. person.

         The undersigned  acknowledges  that, if this Exercise Form is submitted
prior to the Company having given notice that the issuance of the Warrant Shares
has been  registered  under the  Securities  Act, the Warrant  Shares  issued on
exercise will be "restricted  securities" and will bear appropriate  restrictive
legends.

Dated: _________________________              ______________________________
                                                   Signature of Holder


                                              ------------------------------


                                              ------------------------------
                                                   Signature Guaranteed

                                              ------------------------------

                                        9


<PAGE>

                                   ASSIGNMENT


                          To Be Executed by the Holder
                           in Order to Assign Warrants

         THE WARRANTS  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER FEDERAL
         OR STATE SECURITIES LAWS AND TRANSFER THEREOF HAS BEEN RESTRICTED.  ANY
         TRANSFER OR PURPORTED  TRANSFER  DESCRIBED  IN THIS FORM OF  ASSIGNMENT
         SHALL  NOT BE  EFFECTIVE  UNTIL  AND  UNLESS  THE  PROPOSED  TRANSFEREE
         COMPLIES  WITH THE  RESTRICTIONS  ON TRANSFER  DESCRIBED IN THE WARRANT
         CERTIFICATE.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

Name:                               __________________________________________
                                              [please print or type]

Address:                            __________________________________________

                                    ------------------------------------------

Social Security :__________________________________________
or Taxpayer
I.D. No.

the  undersigned's  right to purchase up to _____ Common Shares  represented  by
these Warrants,  and hereby  irrevocably  constitutes  and appoints  attorney to
transfer the same on the books of the Company,  with full power of  substitution
in the premises.

Dated: ____________________                ______________________________

                                                Signature Guaranteed

                                           ------------------------------


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