CONSULTING AGREEMENT

                  THIS CONSULTING AGREEMENT  ("Agreement"),  is made and entered
into as of the 3 day of September,  1998, by and among FIELDS  AIRCRAFT  SPARES,
INC., a Utah corporation (the "Company"),  and CHRISTIAN J. LUHNOW an individual
("Luhnow"), with reference to the following facts:

                  A. Luhnow is currently  employed,  on a full-time basis, as an
officer and employee of the Company.

                  B. It has been  mutually  agreed and  accepted  that  Luhnow's
current  employment  be  terminated,  and that  Luhnow  agree to enter into this
Consulting Agreement.

                  WHEREFORE,  in consideration of the foregoing recitals and the
agreements and covenants contained herein and other valuable consideration,  the
parties agree as follows:

         1.       TERMINATION OF EMPLOYMENT; COMMENCEMENT OF CONSULTING.

                  Luhnow and the  Company  hereby  agree that,  effective  as of
September 22, 1998 (the "Effective Date"), Luhnow's employment as an officer and
a full-time employee of the Company shall terminate.  Prior to such termination,
Luhnow  intends to use all accrued  vacation and sick leave.  From and after the
Effective Date, Luhnow shall be retained as a consultant to the Company,  on the
terms and for the period provided herein.

         2.       TERM OF CONSULTING AGREEMENT.

                  The term of this  Agreement  shall  commence on the  Effective
Date,  and shall  continue for six (6) months until March 22, 1999 (the "Term"),
unless sooner terminated as provided herein.

         3.       DUTIES OF LUHNOW.

                  Luhnow shall consult with and advise the senior  management of
the Company  regarding  (i) potential  acquisitions,  including  evaluation  and
negotiation of such  acquisitions and (ii) the  manufacturing  operations of the
Company (the "Services").  Luhnow may, with the consent of the Company,  provide
such Services by telephone. The Services shall be provided at the request of the
Company;  provided,  however,  that Luhnow  shall not be required to devote more
than forty (40) hours per month during the Term to providing  the  Services.  In
addition,  Luhnow  acknowledges  that the Company  shall have no  obligation  to
actually utilize the Services, provided that the Company makes payment to Luhnow
as provided herein.

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         4.       COMPENSATION FOR SERVICES.

                  4.1.  Consulting  Fees.  As  consideration  for  providing the
Services,  Luhnow shall receive a consulting fee of Sixteen Thousand Six Hundred
Sixty-Six  Dollars and Sixty-Seven  Cents  ($16,666.67)  per month for the first
three (3)  months of the Term,  representing  payment  in full for the  Services
during the Term,  payable  in  arrears on or before the last day of each  month,
commencing October 21, 1998.

                  4.2.  Termination of Benefits.  Luhnow acknowledges that, as a
consultant,  Luhnow  shall not be a member or entitled to  participation  in any
insurance, health or other employee benefit programs of the Company in effect as
of the Effective Date.

                  4.3.   Employee   Stock  Options.   In  connection   with  the
termination of Luhnow's  employment as an officer and full-time  employee of the
Company,  20,000 of the  options  held by Luhnow  will fully vest on January 16,
1999 and will be  exercisable  by  Luhnow  until  January  15,  2000;  provided,
however,  that such  20,000  options  shall  immediately  vest upon the death of
Luhnow. All remaining options will terminate effective September 22, 1998.

                  4.4.   Reimbursement  of  Expenses.   The  Company  agrees  to
reimburse  Luhnow  for all  expenses  incurred  by Luhnow  (i) prior to the date
hereof  in  accordance  with   applicable   Company   policies   regarding  such
reimbursement,  and (ii) for expenses actually and reasonably incurred by Luhnow
during the Term in  performing  the  Services,  provided  that such expenses are
approved by the Company in advance.

                  4.5.  Office Space.  The Company agrees to provide Luhnow with
office space and  reasonable  support  services,  including  telephone  service,
consistent with Luhnow's status, during the Term, at no cost to Luhnow.

         5.  TERMINATION.  This  Agreement may only be terminated by Company for
cause. As used herein, "cause" shall mean:

                  5.1. Failure to Provide Services.  Luhnow's failure or refusal
to provide the Services hereunder, which failure or refusal continues for thirty
(30) days following written notice from the Company; or

                  5.2. Other Breach of Agreement.  Luhnow's  material  breach of
any other term or provision of this Agreement.

                  5.3. Termination Upon Death or Disability.  In addition,  this
Agreement  shall  automatically  terminate  upon  Luhnow's  death  or  permanent
disability.   As  used  herein,   "permanent  disability"  shall  mean  Luhnow's
substantial  inability to perform the  Services,  as  determined  by a physician
reasonably acceptable to the Company, which

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<PAGE>

inability continues for more than thirty (30) consecutive days, or for more than
forty-five (45) days during the Term.

         6. OBLIGATIONS OF LUHNOW - PROPERTY RIGHTS; NON-COMPETITION.

                  6.1.  Definitions.  As used in this  Agreement,  the following
definitions shall apply:

                           (a)      "Confidential Information" means any and all
information  disclosed  to  Luhnow  or  which  Luhnow  gains  knowledge  of as a
consequence of or through Luhnow's  employment by or consulting with the Company
(including information conceived, originated, discovered or developed by Luhnow)
about  Company's  products,   processes,  and  services,  including  information
relating  to  research,  development,   inventions,   manufacture,   purchasing,
accounting, engineering,  marketing,  merchandising,  selling, trade secrets, or
customer lists, which information the Company maintains as confidential.

                           (b)      "Conflicting Organization" means any person,
business,  company or  organization  engaged in or about to become  engaged in a
business or activity which is  substantially  similar to, or would reasonably be
deemed to compete with, the business of the Company.

                  6.2. Non-Disclosure.  Except as required in Luhnow's duties to
Company and then only with  Company's  prior written  consent,  Luhnow will not,
directly or  indirectly,  use for Luhnow's own benefit or the benefit of others,
or  disseminate,  disclose,  lecture upon or publish  articles  concerning,  any
Confidential  Information  either  during or at any time  after the term of this
Agreement.

                  6.3.  Obligation  to  Return  Confidential  Information.   All
documents,  papers,  notes,  notebooks,  memoranda,  computer  files,  and other
written  or  electronic  records  of any  kind  made  by  Luhnow  during  and in
connection  with Luhnow's  employment by Company or consulting with the Company,
shall  remain the  property  of Company at all times.  Upon the  termination  of
Luhnow's  consulting  with Company,  all documents,  papers,  notes,  notebooks,
memoranda,  computer  files and other written or electronic  records in Luhnow's
possession, whether prepared by Luhnow or others will be left with Company.


                  6.4.  Non-Competition.  Luhnow shall not,  either  directly or
indirectly:

                           (a)      During the  term of  this Agreement,  own an
interest  in,  operate,  join,  control,  participate  in, or be connected as an
officer, agent, consultant,  independent contractor,  partner,  shareholder,  or
principal of, any Conflicting Organization.  Ownership of less than five percent
(5%) of the common stock or equity interest of a public corporation shall not be
deemed in violation of this provision.

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<PAGE>

                           (b)      During the term of this Agreement, undertake
planning for or  organization  of any  Conflicting  Organization or any business
activity  materially  competitive with Company's  business or combine with other
agents or  representatives  of Company  for the purpose of  organizing  any such
Conflicting Organization or materially competitive business activity.

                           (c)      During the term of this Agreement, and for a
period of three (3) years  thereafter,  directly or indirectly,  or by action in
concert with others,  induce or  influence or seek to induce or  influence,  any
person who is engaged as an officer, consultant,  agent, independent contractor,
or otherwise by Company to terminate his or her employment or engagement.

         7.       RELEASES.

                  7.1.  As a material  inducement  to the  Company to enter into
this  Agreement,  Luhnow  hereby  releases  the  Company  and its  subsidiaries,
affiliates, successors, assigns, officers, directors,  shareholders,  employees,
and agents from any and all claims, demands, causes of action, obligations,  and
liabilities,  whether known or unknown,  and whether  suspected or  unsuspected,
that now exist or may hereafter  exist,  with the exception of the  obligations,
representations  and  warranties  of the Company  contained  in this  Agreement,
arising out of any facts or circumstances existing,  occurring, or commencing on
or prior to the  date of this  Agreement,  including  without  limitation  those
claims  arising out of Luhnow's  employment  with the  Company  and/or  Luhnow's
resignation or termination  therefrom,  including,  but not limited to any claim
that the Company  discriminated  against  Luhnow on the basis of Luhnow's  race,
sex, religion,  national origin, handicap,  ancestry or age, that the Company or
any employee  thereof engaged in sexual  harassment of Luhnow,  that the Company
violated any promise or agreement either express or implied with Luhnow, or that
the  Company  has  terminated  Luhnow  for any  illegal  reason or in an illegal
fashion,  or by reason of any act or omission  concerning  any matter,  cause or
thing,  including without limiting the generality of the foregoing any rights or
claims arising under statutes including the Employee  Retirement Income Security
Act of 1974,  Title VII of the Civil Rights Act of 1964 and the Civil Rights Act
of  1991,  the  Americans  with  Disabilities  Act,  the Age  Discrimination  in
Employment  Act of 1967,  29  U.S.C.  ss.  621,  et seq.,  the  California  Fair
Employment  and  Housing  Act,  California  Labor Code ss. 970, or any claim for
severance pay, bonus or incentive  payments,  vacation pay, sick leave,  holiday
pay, life insurance, health insurance and medical insurance, pension benefits or
any claim of discrimination, which could have been alleged by Luhnow.

                  In connection  with the foregoing  release,  Luhnow  expressly
acknowledges and agrees that:

                           i. The  foregoing  release  constitutes  a  voluntary
         waiver of any and all rights and claims  Luhnow has or may have against
         the Company or any other party released in the foregoing  release as of
         the date of Luhnow's execution of this

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<PAGE>

         Agreement  under the federal Age  Discrimination  in Employment  Act of
         1967, as amended, 29 U.S.C. Section 621 et seq.;

                           ii.  Luhnow has waived  rights or claims  pursuant to
         the foregoing release in exchange for  consideration  received from the
         Company,  the value of which exceeds  payment or  remuneration to which
         Luhnow was already entitled;

                           iii.  Luhnow  has been  advised  to  consult  with an
         attorney concerning this Agreement, and the foregoing release, prior to
         executing it;

                           iv.  Luhnow has had in excess of  21 days to consider
         the terms of this Agreement, and the foregoing release;

                           v.  Luhnow  may  revoke  this  Agreement  at any time
         during the seven (7) day period following  execution of this Agreement,
         and this Agreement does not become  effective or enforceable  until the
         revocation period has expired, which will be the Effective Date of this
         Agreement.

                  7.2. The Company,  for itself and its officers,  directors and
shareholders,  hereby  releases  Luhnow and the successors and assigns of Luhnow
from  any  and  all  claims,  demands,  causes  of  actions,   obligations,  and
liabilities,  whether known or unknown,  and whether  suspected or  unsuspected,
that now exist or may hereafter exist, arising out of any facts or circumstances
existing,  occurring,  or commencing on or prior to the date of this  Agreement.
Notwithstanding  the  foregoing,  nothing  contained  in this  Section  7.2 will
release  Luhnow from any claims,  demands,  causes of action,  obligations,  and
liabilities,  whether known or unknown,  and whether  suspected or  unsuspected,
that now exist or may hereafter exist, arising out of any obligations assumed by
Luhnow under the Stock Purchase  Agreement,  dated as of January 2, 1998, by and
among Fields Aircraft Spares, Inc. and certain selling shareholders,  as well as
that certain Covenant Not to Compete  agreement  entered into by Luhnow pursuant
to such Stock Purchase Agreement. In addition, Luhnow hereby agrees to cooperate
in any  investigation,  trial  preparation  or  defense  of the  pending  sexual
harassment litigation. The Company agrees that, to the extent practicable,  such
assistance and cooperation can be provided by telephone,  and will be scheduled,
to the extent  within  the  control of the  Company,  so as not to  unreasonably
interfere with Luhnow's business activities.

                  7.3. Luhnow and the Company each specifically intend that this
Agreement  operate  as a full and  complete  waiver  and  release of any and all
unknown claims whatsoever.  In connection herewith,  Luhnow and the Company each
knowingly  and expressly  acknowledge  and waive the benefits of Section 1542 of
the Civil Code of California, which provides:

                  "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
                  WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT

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<PAGE>

                  TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING
                  THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
                  MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
                  DEBTOR."

                  Luhnow  and  the  Company   acknowledge  that  they  may  have
sustained  losses or have claims which are  presently  unknown and  unsuspected.
Nevertheless,  both parties agree and  acknowledge  that this Agreement has been
negotiated and agreed upon in light of this  realization  and, being fully aware
of this situation,  each of the parties hereto intends hereby to release, acquit
and forever  discharge  the other  party from and  against  all unknown  claims,
including damages,  losses and the results of losses which are presently unknown
and unanticipated, without exception.

                  7.4.  Luhnow and the Company  each  covenant  and agree not to
institute  or cause to be  instituted  against the other any suits or action for
damages or any injunction for or by reason of any damage,  loss, injury,  claim,
demand,  cause of action,  obligation or liability that has been released by one
party to the  other  under  the  terms of  subsections  7.1,  7.2 or 7.3 of this
section.  Each party  agrees to indemnify  and hold  harmless the other from any
claim or  liability  that the other  may  suffer  or may be  required  to pay on
account of any breach of this subsection 7.4.


         8.       MISCELLANEOUS.

                  8.1. Independent  Contractor.  The relationship between Luhnow
and the  Company  is that  of  independent  contractor.  This  Agreement  is not
authority for Luhnow to act for the Company as its agent or make commitments for
the Company.  Luhnow agrees and  acknowledges  that he is not an employee of the
Company and that he is, in fact, an independent business.  Luhnow further agrees
that  he is  responsible  for  paying  all of the  appropriate  taxes,  and  for
appropriate  insurance,  including  workers'  compensation and general liability
insurance.  Luhnow further agrees and acknowledges that he is not an employee or
officer of the  Company,  that he will not  represent  himself as an employee or
officer of the Company,  and will support the  Company's  efforts to  accurately
describe this relationship in any proceedings.

                  8.2.  Entire  Agreement.  This  Agreement,  together  with the
exhibits  hereto and agreements  expressly  referenced  herein,  constitutes the
entire  understanding  between the parties,  and supersedes all prior agreements
and negotiations, whether oral or written. There are no other agreements between
the parties, except as set forth herein. No supplement,  modification, waiver or
termination of this Agreement shall be binding unless in writing and executed by
all parties hereto.  The parties expressly agree that this Agreement  supersedes
entirely any  agreement,  oral or written,  relating to Luhnow's  employment  or
consulting with, or compensation by, the Company.

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<PAGE>

                  8.3. No Assignment; Binding Effect. Neither this Agreement nor
any rights,  benefits or obligations hereunder,  may be assigned by any party to
this  Agreement  without the prior express  written  consent of the other party.
Subject to the foregoing,  this  Agreement  shall inure to the benefit of and be
binding  upon  all  of  the  parties  hereto  and  their  respective  executors,
administrators, successors and permitted assigns.

                  8.4.  Headings;  Construction.  The  headings of the  Sections
contained in this  Agreement  are for  reference  purposes  only,  and shall not
affect the meaning or  interpretation  of this Agreement.  The parties have been
advised by counsel in connection  with this  Agreement.  This Agreement shall be
construed and  interpreted in accordance with the plain meaning of its language,
and not for or against either party, and as a whole, giving effect to all of the
terms, conditions and provisions hereof.

                  8.5.  Governing Law. This  Agreement  shall be governed by and
construed in accordance with the laws of the State of California.

                  8.6.  Counterparts.  This  Agreement may be executed in two or
more counterparts,  which shall together  constitute one and the same agreement.
This Agreement has been  negotiated and entered into in, and the  obligations of
the parties  hereto are to be performed  entirely or primarily in, the County of
Los Angeles, State of California, regardless of the place of execution of any of
such counterparts.

                  8.7.  Arbitration.  The parties hereby agree that all disputes
or claims arising hereunder shall be submitted to arbitration in accordance with
the rules of the American Arbitration  Association.  Such arbitration shall take
place in Los Angeles,  California.  The parties  expressly agree and acknowledge
that any  award  rendered  in such  arbitration  shall  be  final,  binding  and
conclusive,  and judgement may be entered in any court of competent jurisdiction
upon any such award.  Nothing in this  Section  8.7 shall limit or restrict  the
right of the Company to seek injunctive relief, pursuant to Section 8.10 hereof.

                  8.8.  Attorneys'  Fees.  In the  event  that any party to this
Agreement shall commence any arbitration, suit or action to interpret or enforce
this Agreement, the prevailing party in such action or arbitration shall recover
such party's  costs and expenses  incurred in  connection  therewith,  including
attorney's fees and costs of appeal, if any.

                  8.9.  No  Third  Party  Benefit.  Nothing  contained  in  this
Agreement  shall be deemed to confer  any right or  benefit on any person who is
not a party to this Agreement.

                  8.10.  Injunctive  Relief.  Luhnow hereby expressly agrees and
acknowledges  that a breach  by  Luhnow  of any of  Luhnow's  obligations  under
Section 6 hereof would result in severe and  irreparable  injury to the Company,
which injury could not

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<PAGE>

be adequately  compensated  by an award of money damages,  and Luhnow  therefore
agrees and acknowledges  that the Company shall be entitled to injunctive relief
in the event of any such breach of this Agreement,  or to enjoin or prevent such
a breach.  Luhnow further  expressly waives any requirement or obligation of the
Company  to post any bond or  provide  any other  security  in  connection  with
obtaining such injunctive relief.

                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement as of the date, month and year first above written.


Fields Aircraft Spares, Inc.,
a Utah corporation


By: /s/ Alan M. Fields                              /s/ Christian J. Luhnow 
   ---------------------------                    ---------------------------
                                                     Christian J. Luhnow
Its: President


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