FIELDS AIRCRAFT SPARES, INC.

                       1998 NONQUALIFIED SHARE OPTION PLAN


                                    ARTICLE 1
                                Name and Purpose

         The purpose of the 1998 Nonqualified  Share Option Plan (the "Plan") is
to enhance the profitability  and value of Fields Aircraft Spares,  Inc., a Utah
corporation,  and its subsidiaries (collectively hereinafter the "Company"), for
the benefit of its shareholders by providing equity ownership  opportunities and
performance  based  incentives  to  better  align  the  interests  of  officers,
directors  and key  employees  with  those  of  shareholders.  The  Plan is also
designed to enhance the  profitability  and value of the Company for the benefit
of the  shareholders by providing  share awards to attract,  retain and motivate
key  consultants   employees,   directors,   and  officers  who  make  important
contributions to the success of the Company.

                                    ARTICLE 2
                                   Definitions

         For purposes of the Plan, the following  terms shall have the following
meanings:

                  2.1. "Administrator" shall mean the Board or, if the Board has
delegated its responsibility to administer the Plan pursuant to Section 3.1, the
committee of the Board to which such responsibility has been delegated.

                  2.2. "Board" shall mean the Board of Directors of the Company.

                  2.3. "Change of Control" shall  mean the occurrence of any one
of the following:

                  (a) the Company  enters into  an agreement or  reorganization,
         merger  or  consolidation  pursuant  to which  the  Company is not  the
         surviving corporation;

                  (b) the Company sells substantially all of its assets;

                  (c) in  excess  of 75% of the  outstanding  securities  of the
         Company are acquired,  in one transaction or a series of  transactions,
         by a single purchaser or group of related purchasers; or

                  (d) in  excess  of 50% of the  outstanding  securities  of the
         Company are acquired in one transaction or a series of transactions, by
         a single  purchaser or group of related  purchasers,  and the Company's

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         Board, within  90 days  before or  after such  acquisition  deems  such
         acquisition to be a "Change in Control" for purposes of this Contract.

                  2.4.  "Code" shall mean  the Internal Revenue Code of 1986, as
amended.

                  2.5.  "Common  Shares" shall mean  the common shares, $.05 par
value per share, of the Company.

                  2.6.  "Disability"  shall mean a disability  that results in a
Participant  receiving  disability  benefits  from the  Company,  its  insurance
carrier or the State and provided that the Participant is not gainfully employed
elsewhere.

                  2.7.  "Effective Date" shall mean  the date on  which the Plan
is adopted by the Board.

                  2.8.  "Fair  Market  Value" for  purposes of the Plan,  unless
otherwise  required by any applicable  provision of the Code or any  regulations
issued  thereunder,  shall mean, as of any date,  the average  closing price per
Common Share for the 20 days  immediately  preceding the date of grant,  as said
closing  prices are reported on the principal  national  securities  exchange on
which the Common Shares are listed or admitted to trading,  or, if not listed or
traded on any such exchange,  on the Nasdaq SmallCap Market  ("Nasdaq"),  or, if
such closing prices are not  available,  the average of the bid and asked prices
per share reported on Nasdaq, or, if such quotations are not available, the fair
market  value  as  determined  by  the  Board,  which   determination  shall  be
conclusive.

                  2.9. "Participant" shall mean an officer, employee,  including
temporary  employees,  director or  consultant of the Company or a subsidiary of
the Company to whom an Option has been granted under the Plan.

                  2.10. "Share  Option  Contract"   shall   mean   the  contract
evidencing the Option granted to a Participant.

                  2.11. "Option" shall mean any option to purchase Common Shares
granted  pursuant  to Article 6 of the Plan.  Options  are not  qualified  under
Section 422 or 423 of the Code.

                  2.12.  "Termination  for Cause"  shall mean a  Termination  of
Employment  that has been  designated as a "termination  for cause"  pursuant to
standard Company procedures.

                  2.13.  "Termination of Employment" shall mean, as appropriate,
termination from all of the following:

                  (a) the  termination of a  Participant's  employment  with the
         Company  and its  subsidiaries  for  reasons  other than a military  or
         personal leave of absence granted by the Company,

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                  (b) termination  of  a  Participant's consulting  relationship
         with the Company, or

                  (c) termination of a  Participant's service as a member of the
         Board.

         Termination  of Employment  has not occured so long as any  employment,
consulting relationship or board service is in force and shall occur on the date
that the last of such three positions is held.

                                    ARTICLE 3
                                 Administration

                  3.1. The  Administrator.  The Plan shall be  administered  and
interpreted by the Board;  provided,  however,  that the Board may delegate this
responsibility to a committee comprised of two or more members of the Board.

                  3.2. Awards.  The  Administrator  shall have full authority to
grant,  pursuant  to the terms of the Plan,  Share  Options to persons  eligible
under Article 5. In particular, the Administrator shall have the authority:

                           (a)      to select the Participants  to whom  Options
may from time to time be granted;

                           (b)      to determine the number  of Common Shares to
be covered by each Option granted pursuant to Article 6; and

                           (c)      to determine  the terms and  conditions, not
inconsistent  with the terms of the Plan, of any Option  granted under Article 6
(including,  but not limited to, the option price, the option term,  installment
exercise or waiting period  provisions and provisions  relating to the waiver or
acceleration thereof).

                  3.3.   Guidelines.   Subject   to   Article  7   hereof,   the
Administrator  shall  have  the  authority  to  adopt,  alter  and  repeal  such
administrative  rules,  guidelines and practices governing the Plan as it shall,
from time to time, deem advisable;  to interpret the terms and provisions of the
Plan and any  Option  granted  under  the  Plan  (and  any  agreements  relating
thereto);  and to  otherwise  supervise  the  administration  of the  Plan.  The
Administrator  may correct  any defect,  supply any  omission or  reconcile  any
inconsistency  in the Plan or in any  Option in the  manner and to the extent it
shall  deem  necessary  to  carry  the Plan  into  effect.  Notwithstanding  the
foregoing,  no action of the  Administrator  under this Section 3.3 shall impair
the  rights  of  any  Participant  without  the  Participant's  consent,  unless
otherwise required by law.

                  3.4.  Decisions Final. Any decision,  interpretation  or other
action  made or taken in good faith by the  Administrator  arising  out of or in
connection with the Plan shall be final,  binding and conclusive on the Company,
all  Participants  and  their  respective  heirs,   executors,   administrators,
successors and assigns.

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                                    ARTICLE 4
                                Share Limitation

                  4.1.  Shares.  The maximum  aggregate  number of Common Shares
that may be issued  under the Plan is 167,600  (subject  to increase or decrease
pursuant to Section 4.2),  which may be either  authorized  and unissued  Common
Shares or issued Common Shares reacquired by the Company.  If any Option granted
under the Plan shall expire,  terminate or be cancelled  for any reason  without
having been exercised in full,  the number of unpurchased  shares shall again be
available for the purposes of the Plan.

                  4.2.  Changes.  In the  event of any  merger,  reorganization,
consolidation,  recapitalization, dividend (other than a regular cash dividend),
share split, or other change in corporate structure affecting the Common Shares,
such substitution or adjustment shall be made in the maximum aggregate number of
shares  which may be issued  under the Plan,  the maximum  number of shares with
respect to which Options may be granted to any  individual  during any year, and
the number and option price of shares subject to outstanding  Options, as may be
determined to be appropriate by the Board, in its sole discretion, provided that
the number of shares subject to any Option shall always be a whole number.


                                    ARTICLE 5
                                   Eligibility

         Participants are eligible to be granted Options under the Plan.


                                    ARTICLE 6
                             Grant of Share Options

                  6.1. Grants.  The Administrator  shall have the  authority  to
grant  to any  person,  to the  extent  eligible  under  Article  5, one or more
Options.

                  6.2. Terms of Options. Options granted under the Plan shall be
subject to the following  terms and conditions and shall contain such additional
terms and  conditions,  not  inconsistent  with the  terms of the  Plan,  as the
Administrator shall deem desirable:

                           (a)     Each  Option  shall   be  evidenced  by,  and
subject to the terms of, a Share Option  Contract  executed by the Company.  The
Share Option  Contract  shall specify the number of Common Shares subject to the
Option,  the option price,  the option term,  and the other terms and conditions
applicable to the Option.

                           (b)     The option price per Common Share purchasable
upon exercise of a Option shall be determined by the  Administrator  at the time
of grant, but shall not be less than 100% of the Fair Market Value of the Common
Shares on the date of grant.

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                           (c)     The term of each Option shall be fixed by the
Administrator  at the time of grant,  but no Share Option  shall be  exercisable
more than ten years after the date it is granted.

                           (d)     Options shall be  exercisable at such time or
times and subject to such terms and  conditions  as shall be  determined  by the
Administrator  at the time of grant,  and subject to Section  6.2(k);  provided,
however,  that the Administrator  may waive any installment  exercise or waiting
period  provisions,  in whole or in part,  at any time  after the date of grant,
based on such factors as the  Administrator  shall deem  appropriate in its sole
discretion.

                           (e)     Subject  to  such  installment  exercise  and
waiting period provisions as may be imposed by the Administrator, Options may be
exercised  in whole or in part at any time during the option term by  delivering
to the Company written notice of exercise specifying the number of Common Shares
to be purchased and the aggregate option price therefor.  The notice of exercise
shall be accompanied by payment in full of the option price and, if requested by
the Company,  by the  representation  described  in Section 8.2.  Payment of the
option price may be made in one of the following ways:

                           (i)  in cash or by check payable to the Company;

                           (ii) to the extent determined by the Administrator on
                  or after the date of grant, in Common Shares duly owned by the
                  Participant  (and for which the  Participant  has good  title,
                  free and clear of any liens and encumbrances); or

                           (iii) to the extent  determined by the  Administrator
                  on or after the date of grant,  by  reduction in the number of
                  Common Shares  issuable  upon such  exercise,  based,  in each
                  case,  on the Fair  Market  Value of the Common  Shares on the
                  last business day preceding the date of exercise. Upon payment
                  in full of the  option  price  and  satisfaction  of the other
                  conditions  provided herein, a stock certificate  representing
                  the  number of  Common  Shares  to which  the  Participant  is
                  entitled shall be issued and delivered to the Participant.

                           (f)     Unless   otherwise    determined    by    the
Administrator  on or after  the date of grant,  in the event of a  Participant's
Termination  of  Employment  by  reason  of  death,  all  Options  held  by such
Participant  shall fully vest as to passage of time  conditions only on the date
of death,  and may  thereafter be exercised by the legal  representative  of the
Participant's  estate  until the  earlier of one year after the date of death or
the  expiration  of the stated term of such  Option,  provided  that the vesting
conditions have been met as established in the Share Option Contract.

                           (g)     On or after  the date of  grant, in the event
of a Participant's Disability, any Option held by such Participant will continue
to vest  during  the  period  of time  that the  disabled  Participant  receives
Disability benefits from the Company, its insurance carrier or the State, and is
not gainfully  employed  elsewhere.  When the  Participant  becomes  totally and
permanently  Disabled and Disability  benefits cease, all Options which have not

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vested shall  immediately vest in full as to passage of time conditions only and
may be  exercised  by the  Participant  until the earlier of one year after such
date or the satisfaction of vesting conditions other than the passage of time or
the expiration of the stated term of such Option. If the Participant dies during
any such  one-year  period,  any  unexercised  Options  shall be  subject to the
provisions of Section 6.2(f) above.

                           (h)     Unless   otherwise    determined    by    the
Administrator  on or after  the date of grant,  in the event of a  Participant's
Termination  of  Employment by reason of retirement or for any reason other than
death, Disability,  or Termination for Cause, any Option exercisable on the date
of such  Termination  of  Employment  shall  become fully  exercisable,  and may
thereafter  be exercised by the  Participant  until the earlier of 30 days after
such date or the  expiration  of the stated term of such Option,  and any Option
not exercisable on the date of Termination of Employment shall be forfeited.

                           (i)     In the event of a  Termination for Cause, any
Option held by the Participant  that was not exercised prior to the date of such
Termination for Cause shall be forfeited.

                           (j)     In the event  of  a Change  of  Control,  all
outstanding  Options shall immediately vest and become fully exercisable  during
the period of one hundred  twenty (120) days  following  the date upon which the
Company obtained actual knowledge of such Change of Control of the Company.

                           (k)     No  Option  shall  be  transferrable  by  the
Participant  otherwise than by will or by the laws of descent and  distribution,
to the  extent  consistent  with the terms of the Plan and the  Option,  and all
Options shall be exercisable,  during the  Participant's  lifetime,  only by the
Participant.

                  6.3. Rights as Shareholder.  A Participant shall not be deemed
to be the holder of Common  Shares,  or to have any of the rights of a holder of
Common Shares, with respect to shares subject to an Option, unless and until the
Option is exercised and a share  certificate  representing such Common Shares is
issued to the Participant.

                                    ARTICLE 7
                            Termination or Amendment

                  7.1.  Termination  or Amendment of Plan.  The Board may at any
time amend, discontinue or terminate the Plan or any part thereof (including any
amendment  deemed  necessary  to ensure  that the  Company  may comply  with any
regulatory  requirement);  provided,  however that, unless otherwise required by
law, the rights of a Participant  with respect to Options  granted prior to such
amendment, discontinuance or termination may not be impaired without the consent
of such  Participant  and,  provided  further,  that the  Company  will seek the
approval of the  Company's  shareholders  for any  amendment if such approval is
necessary to comply with the Code,  Federal or state securities law or any other
applicable rules or regulations.

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                  7.2.  Amendment  of Options.  The Board may amend the terms of
any Option previously granted,  prospectively or retroactively,  but, subject to
Article  4, no such  amendment  or other  action by the Board  shall  impair the
rights of any holder without the holder's consent.

                                    ARTICLE 8
                               General Provisions

                  8.1. Nonassignment.  Except as otherwise provided in the Plan,
any Option granted hereunder and the rights and privileges conferred thereby may
not be sold, transferred,  assigned, pledged or hypothecated in any way (whether
by  operation  of law or  otherwise),  and shall not be  subject  to  execution,
attachment or similar  process.  Upon any attempt to transfer,  assign,  pledge,
hypothecate or otherwise  dispose of an Option,  right or privilege  contrary to
the provisions  hereof,  or upon the levy of any  attachment or similar  process
thereon,  such  Option and the rights and  privileges  conferred  thereby  shall
immediately  terminate  and the Option  shall  immediately  be  forfeited to the
Company.

                  8.2.  Legend.  The Company may require  each person  acquiring
Common  Shares upon exercise of an Option to represent to the Company in writing
that the Participant is acquiring the shares without a view to the  distribution
thereof. The certificates  representing such shares may include any legend which
the Company  deems  appropriate  to reflect any  restrictions  on transfer.  All
certificates  representing  Common  Shares  delivered  under  the Plan  shall be
subject to such share transfer orders and other  restrictions as the Company may
deem  advisable  under the  rules,  regulations  and other  requirements  of the
Securities  and  Exchange  Commission,  any stock  exchange or stock market upon
which the Common  Shares are then listed or traded,  any  applicable  Federal or
state securities law, and any applicable  corporate law. The Company may cause a
legend  or  legends  to be put on any  such  certificates  to  make  appropriate
reference to such restrictions.

                  8.3. Other Plans.  Nothing contained in the Plan shall prevent
the Company from adopting  other or additional  compensation  arrangements,  and
such  arrangements  may be either  generally  applicable or  applicable  only in
specific cases.

                  8.4. No Right to Employment. Neither the Plan nor the grant of
any Option shall give any Participant or other employee,  consultant or director
any right with respect to continuance of employment,  consulting relationship or
directorship,  as the case may be, with the Company or any subsidiary, nor shall
the Plan impose any  limitation on the right of the Company or any subsidiary by
which a  Participant  is employed to  terminate a  Participant's  employment  or
consulting  relationship  at any  time.  Neither  the Plan nor the  grant of any
Option shall give any director the right to continue as a member of the Board or
obligate the Company to nominate any director for  reelection  by the  Company's
shareholders.

                  8.5. Withholding of Taxes. The Company shall have the right to
reduce the number of Common  Shares  otherwise  deliverable  upon exercise of an
Option by an amount that would have a Fair  Market  Value equal to the amount of
all Federal,  state and local taxes  required to be  withheld,  or to deduct the

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amount  of  such  taxes  from  any  cash  payment  otherwise  to be  made to the
Participant,  pursuant  to the  Plan  or  otherwise.  In  connection  with  such
withholding,  the Company may make such  arrangements as are consistent with the
Plan as it may deem appropriate.

                  8.6.     Listing and Other Conditions.

                           (a)      If  the  Common  Shares  are  listed  on   a
national  securities  exchange or Nasdaq, the issuance of any Common Shares upon
exercise of an Option shall be conditioned upon such shares being listed on such
exchange or Nasdaq.  The Company  shall have no  obligation  to issue any Common
Shares unless and until such shares are so listed, and the right to exercise any
Option shall be suspended until such listing has been effected.

                           (b)      If at any time counsel  to the Company shall
be of the opinion that any sale or delivery of Common Shares upon exercise of an
Option is or may in the circumstances be unlawful or result in the imposition of
excise  taxes  under  the  statutes,  rules  or  regulations  of any  applicable
jurisdiction,  the  Company  shall  have  no  obligation  to make  such  sale or
delivery,  or  to  make  any  application  or  to  effect  or  to  maintain  any
qualification or registration  under the Securities Act of 1933, as amended,  or
otherwise  with respect to Common  Shares or Options,  and the right to exercise
any Option shall be suspended  until, in the opinion of such counsel,  such sale
or  delivery  shall be lawful or shall not  result in the  imposition  of excise
taxes.

                           (c)      Upon termination of any period of suspension
under this Section 8.6, any Option affected by such  suspension  which shall not
then have expired or terminated  shall be reinstated as to all shares  available
before  such  suspension  and as to shares  which  would  otherwise  have become
available during the period of such suspension, and such suspension shall extend
the term of any Option for the period of such suspension.

                  8.7.  Governing  Law. The Plan and actions taken in connection
herewith  shall be governed  and  construed in  accordance  with the laws of the
State of Utah without regard to the conflict of law principles thereof.

                  8.8. Construction.  Wherever any words are used in the Plan in
the  masculine  gender they shall be  construed as though they were also used in
the  feminine  gender in all cases where they would so apply,  and  wherever any
words are used herein in the  singular  form they shall be  construed  as though
they were also used in the plural form in all cases where they would so apply.

                  8.9.  Liability  of the Board.  No member of the Board nor any
employee of the Company or any of its  subsidiaries  shall be liable for any act
or action hereunder,  whether of omission or commission,  by any other member of
the Board or  employee  or by any agent to whom  duties in  connection  with the
administration  of the Plan  have been  delegated  or,  except in  circumstances
involving bad faith,  gross negligence or fraud, for anything done or omitted to
be done by himself.

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                  8.10.  Costs. The Company shall bear all expenses  incurred in
administering  the Plan,  including  expenses  related to the issuance of Common
Shares upon exercise of Options.

                  8.11.  Severability.   If  any  part  of  the  Plan  shall  be
determined to be invalid or void in any respect,  such  determination  shall not
affect, impair, invalidate or nullify the remaining provisions of the Plan which
shall continue in full force and effect.

                  8.12.    Successors.  The Plan shall be binding upon and inure
to the benefit of any successor or successors of the Company.

                  8.13.    Headings.  Article and section headings  contained in
the Plan are included for convenience  only and are not to be used in construing
or interpreting the Plan.

                                    ARTICLE 9
                                  Term of Plan

                  9.1.  Effective  Date.  The Plan shall be  effective as of the
Effective Date.

                  9.2.  Termination  Date.  Unless sooner  terminated,  the Plan
shall terminate ten years after the Effective Date and no Options may be granted
thereafter. Termination of the Plan shall not affect Options granted before such
date.


         APPROVED AND ADOPTED EFFECTIVE AS OF 13 FEBRUARY 1998.




                                              ______________________________
                                              President of the Company

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