FIELDS AIRCRAFT SPARES, INC.

                             1997 STOCK OPTION PLAN



                                    ARTICLE I

                                     Purpose

                  The purpose of the 1997 Stock  Option Plan (the  "Plan") is to
enable Fields Aircraft Spares,  Inc., a Utah  corporation  (the  "Company"),  to
offer to certain of its officers, employees,  directors, and consultants options
to acquire equity interests in the Company,  thereby attracting,  retaining, and
rewarding such persons,  and  strengthening  the mutuality of interests  between
such persons and the Company's shareholders.


                                   ARTICLE II

                                   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:  (i) a  reorganization,  merger, or consolidation of the Company,
(ii) the Company  sells  substantially  all its assets to a purchaser,  or (iii)
shares  of stock of the  Company  representing  in  excess  of 50% of the  total
combined  voting  power of all  outstanding  classes of stock of the Company are
acquired, in one transaction or a series of transactions,  by a single purchaser
or group of related  purchasers in any case other than in a transaction in which
the Company or a subsidiary of the Company is the surviving  corporation  or the
purchaser.

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

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

               2.6  "Disability"  shall  mean a  disability  that  results  in a
Participant's Termination of Employment with the Company, as determined pursuant
to standard Company procedures.

               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 of the high and low
sales  prices of a share of Common Stock as reported on the  principal  national
securities  exchange on which the Common Stock is listed or admitted to trading,
or, if not listed or traded on any such exchange,  on the Nasdaq SmallCap Market
("Nasdaq"),  or, if such sales 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 "Incentive  Stock Option" shall mean any Stock Option that is
intended to be and is  designated  as an  "incentive  stock  option"  within the
meaning of Section 422 of the Code.

              2.10 "Non-Qualified Stock Option" shall mean any Stock Option that
is not an Incentive Stock Option.

              2.11 "Participant"  shall mean an officer,  employee,  director or
consultant to whom an Option has been granted under the Plan.

              2.12 "Stock  Option" or "Option" shall mean any option to purchase
shares of Common Stock granted pursuant to Article VI of the Plan.

              2.13 "Termination of Employment"  shall mean, as appropriate,  (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,   (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.


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                                   ARTICLE III

                                 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,  Stock  Options  to persons  eligible  under
Article V. In particular, the Administrator shall have the authority:

                           (a)      to select the officers, employees, directors
and consultants to whom Stock Options may from time to time be granted;

                           (b)      to  determine  whether  and  to  what extent
Stock Options are to be granted to one or more  officers,  employees,  directors
and consultants eligible to receive Options under Article V;

                           (c)      to  determine the number of shares of Common
Stock to be covered by each Option granted pursuant to Article VI; and

                           (d)      to  determine  the terms and conditions, not
inconsistent  with the terms of the Plan, of any Option granted under Article VI
(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 VII 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
officers,  employees,  directors and consultants,  and their  respective  heirs,
executors, administrators, successors and assigns.


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                                   ARTICLE IV

                                Share Limitation

               4.1  Shares.  The  maximum  aggregate  number of shares of Common
Stock  that may be issued  under the Plan is 100,000  (subject  to  increase  or
decrease  pursuant to Section 4.3), which may be either  authorized and unissued
shares of Common Stock or issued Common Stock 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),
stock split, or other change in corporate  structure affecting the Common Stock,
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 V

                                   Eligibility

               5.1  Employees.  Officers and other  employees of the Company and
its  subsidiaries  are eligible to be granted both  Incentive  Stock Options and
Non-Qualified Stock Options under the Plan.

               5.2 Directors and  Consultants.  Directors and consultants of the
Company and its  subsidiaries  are  eligible to be granted  Non-Qualified  Stock
Options,  but may not receive  Incentive Stock Options unless they are employees
of the Company or a subsidiary  corporation within the meaning of Section 424 of
the Code.


                                   ARTICLE VI

                             Grant of Stock Options


               6.1         Grants.  The Administrator  shall have the  authority
to grant to any  person,  to the extent  eligible  under  Article V, one or more
Incentive  Stock Options,  Non-Qualified  Stock Options,  or both types of Stock

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Options.  To the extent that any Stock  Option does not qualify as an  Incentive
Stock Option  (whether  because of its  provisions  or the time or manner of its
exercise or otherwise),  such Stock Option or the portion thereof which does not
qualify as an Incentive Stock Option shall  constitute a separate  Non-Qualified
Stock Option.

               6.2 Incentive Stock Options. Anything in the Plan to the contrary
notwithstanding,  no term of this Plan relating to Incentive Stock Options shall
be  interpreted,  amended or  altered,  nor shall any  discretion  or  authority
granted under the Plan be exercised,  so as to disqualify the Plan under Section
422 of the Code,  or,  without  the  consent of the  Participants  affected,  to
disqualify any Incentive Stock Option under such Section 422 of the Code.

               6.3 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)      Stock Option Certificate.  Each Stock Option
shall be evidenced  by, and subject to the terms of, a Stock Option  Certificate
executed by the Company.  The Stock Option Certificate shall specify whether the
Option is an Incentive Stock Option or a Non- Qualified Stock Option, the number
of shares of Common Stock  subject to the Stock Option,  the option  price,  the
option term, and the other terms and conditions applicable to the Stock Option.

                           (b)      Option Price.  The option price per share of
Common Stock  purchasable upon exercise of a Stock 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 a share of Common  Stock on the date the Option is granted
if the Stock Option is intended to be an Incentive Stock Option and shall not be
less than 85% of the Fair Market  Value of the Common Stock on the date of grant
if the Stock Option is intended to be an Non-Qualified Stock Option.

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

                           (d)      Exercisability.   Stock  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  6.3(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)      Method   of   Exercise.   Subject  to   such
installment  exercise  and waiting  period  provisions  as may be imposed by the
Administrator,  Stock  Options may be  exercised in whole or in part at any time


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during the option term by delivering to the Company  written  notice of exercise
specifying  the  number  of  shares  of  Common  Stock 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 9.2. Payment of the option price may be made
(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 shares of Common Stock 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
shares of Common Stock issuable upon such exercise,  based, in each case, on the
Fair Market Value of the Common Stock 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 shares of Common Stock to which the  Participant  is entitled shall be
issued and delivered to the Participant.

                           (f)      Death.  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,  any Stock  Option held by such
Participant  which  was  exercisable  on the date of  death  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 Stock Option,  and any Stock Option not exercisable on the date of death
shall be forfeited.

                           (g)      Disability.  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 Disability, any Stock Option held by such
Participant  that was exercisable on the date of such  Termination of Employment
may  thereafter  be exercised by the  Participant  until the earlier of one year
after such date or the  expiration of the stated term of such Stock Option,  and
any Stock Option not exercisable on the date of Termination of Employment  shall
be  forfeited.  If  the  Participant  dies  during  such  one-year  period,  any
unexercised  Stock  Options  held by the  Participant  at the time of death  may
thereafter be exercised by the legal  representative of the Participant's estate
until the earlier of one year after the date of the  Participant's  death or the
expiration of the option term of such Stock Option. If an Incentive Stock Option
is  exercised  after the  expiration  of the  exercise  periods  that  apply for
purposes  of Section  422 of the Code,  such Stock  Option  will  thereafter  be
treated as a Non-Qualified Stock Option.

                           (h)      Termination of Employment.  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 commission of illegal
acts, any Stock Options held by such Participant on the date of such Termination
of Employment shall become fully exercisable, and may thereafter be exercised by
the  Participant  until  the  earlier  of three  months  after  such date or the


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expiration  of the stated term of such Stock  Option,  and any Stock  Option not
exercisable on the date of Termination of Employment shall be forfeited.

                           (i)      Change of Control.  In the event of a Change
of Control,  all  outstanding  Stock  Options  shall  immediately  become  fully
exercisable,  and upon payment by the  Participant  of the option price (and, if
requested,  delivery of the  representation  described in Section  9.2), a stock
certificate  representing  the Common Stock covered  thereby shall be issued and
delivered to the Participant.

                           (j)      Non-Transferability  of  Options.  No  Stock
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 Stock Options shall be exercisable,  during the
Participant's lifetime, only by the Participant.

                           (k)      Incentive Stock Option Limitations.  To  the
extent that the aggregate Fair Market Value (determined as of the date of grant)
of  the  Common  Stock  with  respect  to  which  Incentive  Stock  Options  are
exercisable for the first time by the Participant during any calendar year under
the Plan and/or any other stock option plan of the Company or any  subsidiary or
parent  corporation  (within  the  meaning of Section  424 of the Code)  exceeds
$100,000,  the  exercisability of such Stock Options shall be deferred until the
following  calendar  year, or such Options shall be treated as Options which are
not Incentive Stock Options, as determined by the Board.

        Should any of the foregoing provisions not be necessary in order for the
Stock Options to qualify as Incentive  Stock  Options,  or should any additional
provisions be required,  the Board may amend the Plan  accordingly,  without the
necessity of obtaining the approval of the shareholders of the Company.

                           (l)      Ten-Percent           Shareholder      Rule.
Notwithstanding  any other  provision of the Plan to the contrary,  no Incentive
Stock Option shall be granted to any person who, immediately prior to the grant,
owns stock  possessing  more than ten percent of the total combined voting power
of all classes of stock of the Company or any  subsidiary or parent  corporation
(within the meaning of Section 424 of the Code),  unless the option  price is at
least 110% of the Fair Market Value of the Common Stock on the date of grant and
the  Option,  by its terms,  expires no later than five years  after the date of
grant.

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



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                                   ARTICLE VII

                            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  referred to in Article IX);  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.

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



                                  ARTICLE VIII

                                  Unfunded Plan

               8.1  Unfunded  Status.  The Plan is  intended  to  constitute  an
"unfunded" plan for incentive compensation.  With respect to any payment not yet
made to a Participant by the Company,  nothing  contained  herein shall give any
such Participant any rights that are greater than those of a general creditor of
the Company.


                                   ARTICLE IX

                               General Provisions

               9.1 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.

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               9.2 Legend.  The Company may require each person acquiring 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 stock certificates representing such shares may include any legend which the
Company deems appropriate to reflect any restrictions on transfer.

                  All certificates representing shares of Common Stock delivered
under  the Plan  shall be  subject  to such  stock  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  Stock is then  listed or  traded,  any
applicable  Federal or state  securities law, and any applicable  corporate law,
and the Company may cause a legend or legends to be put on any such certificates
to make appropriate reference to such restrictions.

               9.3         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.

               9.4 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.

               9.5  Withholding  of Taxes.  The Company  shall have the right to
reduce the number of shares of Common Stock 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 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.

               9.6         Listing and Other Conditions.

                           (a)      If the Common Stock  is listed on a national
securities  exchange or Nasdaq,  the issuance of any shares of Common Stock 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 shares of


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Common  Stock  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 shares of Common  Stock  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 shares of Common  Stock 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 9.6, 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,  but no such suspension  shall
extend the term of any Option.

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

               9.8 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.

               9.9  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.

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

              9.11 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.

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

              9.13         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 X

                                  Term of Plan

                  10.1  Effective  Date.  The Plan shall be  effective as of the
Effective Date, but the grant of any Option  hereunder is subject to the express
condition that the Plan be approved by the shareholders of the Company within 12
months after the Effective Date.

                  10.2     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.

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