FIELDS AIRCRAFT SPARES, INC.

                              SHARE OPTION CONTRACT
                                                           Option No. 5 - ______


                  This SHARE OPTION CONTRACT  ("Contract") is entered into as of
, 1998  ("Grant  Date")  by and  between  ___________  (hereinafter  called  the
"Participant") and FIELDS AIRCRAFT SPARES, INC., a Utah corporation (hereinafter
called the "Company").

                  WHEREAS,  Participant is an employee,  consultant, or director
of the Company or its subsidiaries;

                  WHEREAS, the grant of this Contract to the Participant and the
execution hereof has been duly authorized pursuant to the terms of the Company's
1998 Nonqualified Share Option Plan (the "Plan") as of the Grant Date; and

                  WHEREAS, the grant of this Contract to the Participant and the
execution of a Contract in the form hereof has been duly authorized by the Board
of Directors of the Company.

                  NOW,  THEREFORE,  the parties hereto,  in consideration of the
mutual covenants  contained  herein and other good and valuable  considerations,
agree as follows:

                  1. Grant. The Company hereby grants Participant an option (the
"Options")  pursuant to the Plan to purchase _____ common shares,  no par value,
of the Company ("Option  Shares"),  at a price of ______ Dollars and _____ Cents
($ ) per share (the "Option  Price"),  and agrees to cause  certificates for any
Option  Shares  purchased  hereunder  to be delivered  to the  Participant  upon
payment of the  aggregate  Option Price in full,  all subject,  however,  to the
terms and conditions hereinafter set forth and set forth in the Plan.

                  2.       Vesting.

                  (a) The Options shall vest and become fully  exercisable as to
         the Option Shares upon all of the following conditions being met:

                           (i)  [the  Company  shall  have  sales  of  at  least
                  $20,000,000  in any 12- month period  subsequent  to the Grant
                  Date;] 

                  [Flightways Manufacturing,  Inc. shall have actual sales of at
                  least  $5,000,000 to third party  customers,  whether  shipped
                  directly or indirectly,  in any 12-month period  subsequent to
                  the Grant Date;]

                  [Skylock  Industries  shall  have  actual  sales  of at  least
                  $3,000,000 to third party customers,  whether shipped directly
                  or indirectly,  in any 12-month period subsequent to the Grant
                  Date;]

                           (ii)  the  condition  set  forth  in  (i)  must  have
                  occurred if at all within two years from the Grant Date; and

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                           (iii) the  options  shall vest as to 50% of the total
                  number of Option Shares, or _____ shares, on the last business
                  day prior to the first  anniversary  of the Grant  Date if the
                  Participant  is still an [employee]  [consultant]  [director],
                  and as to the  remaining  50% of the  total  number  of Option
                  Shares,  or ______  shares,  on the last business day prior to
                  the second anniversary of the Grant Date if the Participant is
                  still an [employee] [consultant] [director].

                  (b) In the event of a Change of Control, the Options that have
         not otherwise  terminated  pursuant to the terms of this Contract shall
         become fully vested on the date of such Change of Control. For purposes
         of this Contract,  "Change of Control" shall mean the occurrence of any
         one of the following:

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

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

                  (iii) 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

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

                  3. Term. The term in which the Options are  exercisable  shall
commence  upon  the  vesting  of the  Options  and  shall  expire  on the  fifth
anniversary of the Grant Date. The  Participant  may exercise the Options at any
time  during  such  period.  If  the  Participant's   [employment]  [consulting]
[directorship]  with  the  Company  or its  subsidiaries  is  terminated  either
voluntarily by the Participant or for cause by the Company or its  subsidiaries,
any  Option  held by  such  Participant  on the  date  of  such  termination  of
[employment]  [consulting]  [directorship] will terminate thirty (30) days after
such date of termination, or on the expiration of the stated term of such Option
if earlier, and may not be exercised thereafter.

                  For purposes of this paragraph, the following shall constitute
"cause":

                  (i)  Participant  shall have committed an  intentional  act or
         acts  of  fraud,  embezzlement  or  theft  constituting  a  felony  and
         resulting  or intended  to result  directly  or  indirectly  in gain or
         personal  enrichment  for  Participant at the expense of the Company or
         its subsidiaries; or

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<PAGE>

                  (ii) The  Participant's  intentional  and  willful  refusal to
         perform the duties  associated  with  Participant's  position  with the
         Company or its subsidiaries.

         If the Participant's [employment]  [directorship] [consulting] with the
Company or its subsidiaries is terminated by the Company or its subsidiaries for
other than  "cause",  Participant  will  retain the Options  granted  under this
Contract  subject to the same vesting  requirements  and exercise  period as set
forth herein.

         In  the  event  of  a   Participant's   termination   of   [employment]
[directorship]  [consulting]  by reason of death,  and provided  Participant has
been an employee,  director or  consultant  for 6 months from the Grant Date and
provided that the  conditions  set forth in 2(a)(i) and (ii) are met, 50% of all
Options held by such Participant shall vest prorata based on the total months of
service  rendered  since the Grant  Date  compared  to 12 months  and 50% of all
Options held by such Participant shall vest prorata based on the total months of
service  rendered  since the Grant  Date  compared  to 24  months.  Options  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 stated term of the
Option.

                  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 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  satisfactions  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  the  previous
paragraph.

                  4.       Exercise Procedure.

                  (a)  Subject  to the terms and  conditions  set forth  herein,
         Options may be exercised in whole or in part, by giving  written notice
         of exercise to the Company specifying the number of Option Shares to be
         purchased and the Option Price  therefor.  The Options may be exercised
         only in multiples of 100 Option  Shares  unless such  exercise is as to
         the remaining balance of the Options.

                  (b)      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  Board  of
                  Directors  of the Company in their sole  discretion  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

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<PAGE>

                           (iii)  to  the  extent  determined  by the  Board  of
                  Directors  of  the  Company  in  their  sole  discretion,   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.

                  (c) 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.

                  5. Restricted  Securities.  Participant  acknowledges that the
Options have not been registered  under the Securities Act of 1933 or applicable
state  "blue  sky" laws,  and the Option  Shares,  if and when  issued,  will be
"restricted securities" or unregistered  securities.  Participants are acquiring
the Options and will acquire the Option Shares for  investment  purposes and not
with a view towards distribution.  The Company may require each person acquiring
Option  Shares  pursuant to an Option  under this  Contract to  represent to the
Company in writing that the Participant is acquiring the Option Shares without a
view to distribution thereof.

                  All  certificates  representing  Option Shares delivered under
this Contract shall be subject to stop 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  Option  Shares  are then  listed or  traded,  any
applicable  Federal or state  securities law, and any applicable  corporate law.
The certificates  representing the Option Shares may include any legend that the
Company deems appropriate to reflect any restrictions on transfer.

                  6. Tax Matters.  The Options are intended to be  non-qualified
options under applicable tax laws and regulations.

                  7.  Subsequent  Adjustments.  If  all or  any  portion  of the
Options  shall  be  exercised  subsequent  to  any  share  dividend,   split-up,
recapitalization,  merger,  consolidations,  combination  or exchange of shares,
separation,  reorganization,  or liquidation of the Company  occurring after the
date hereof, as a result of which shares of any class shall be issued in respect
to  outstanding  common  shares of the  Company or such  common  share  shall be
changed  into the same or a  different  number of shares of the same or  another
class or classes, Participant, upon exercise of the Options, or portion thereof,
shall receive,  for the aggregate  price upon such exercise of the Options,  the
aggregate number and class of shares which, if common share as authorized at the
date  hereof  had been  purchased  or  awarded  at the date  hereof for the same
aggregate  price (on the basis of the per share  Option Price of the Options set
forth  herein) and had not been  disposed  of,  such person or persons  would be
holding,  at the time of such  exercise,  as a result of such  share  dividends,
split-ups, capitalization,  mergers, consolidations,  combinations, or exchanges
of shares, separations, reorganizations, or liquidation; provided, however, that
no fractional  shares shall be issued upon any such exercise and the  aggregated
price paid shall be  appropriately  reduced for any fractional share not issued.

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<PAGE>

This section does not give Participant any right to receive  additional  options
as a result of the issuance of additional  shares of the Company or the increase
in the authorized capital of the Company.

                  8.  Delivery  of  Option  Shares.  Upon each  exercise  of the
Options,  or portion thereof,  the Company as promptly as practicable shall mail
or deliver to the Participant a share  certificate or certificates  representing
the shares then  purchased or awarded,  and shall pay all stamp taxes payable in
connection  therewith.   The  issuance  of  such  shares  and  delivery  of  the
certificate or  certificates  therefor shall,  however,  be subject to any delay
necessary to complete (a) the listing of such shares on any stock  exchange upon
which  shares of the same  class are then  listed and (b) such  registration  or
qualification  of such shares under any state or Federal law, rule or regulation
as the Company may determine to be necessary or advisable.

                  9.  Transferability.   Transferability   of   Options  granted
hereunder is limited as set forth in the Plan.

                  10. Rights.  Participant shall have no rights as a shareholder
with respect to any Option  Shares to be issued upon  exercise of any portion of
the Options  until the Options,  or portion  thereof,  have been  exercised  and
Option Shares issued to Participant.  No adjustment  shall be made for dividends
(ordinary or extraordinary,  whether in cash, securities,  or other property) or
distributions  or other  rights for which the  record  date is prior to the date
such Option Shares are issued, except as provided above.

                  11.  Governing  Law.  This  Contract  shall be governed by and
construed in accordance with the laws of the State of Utah.

                  12. Tax Liabilities. Participant is responsible for payment of
all state,  local and federal income and any other taxes in connection  with the
issuance  and/or  exercise of the Options.  Participant  hereby  authorizes  the
Company to withhold from the  Participant's  wages or salary for  application to
payment of such taxes any  amounts the Company  deems  necessary  to comply with
Federal,  state or local tax law.  In the  event  Participant  sells any  common
shares issued  pursuant to the Options within one year from the date of exercise
or within two years  after the Date of Grant,  participant  agrees to notify the
Company  promptly  of the amount of taxable  compensation  realized by reason of
such sale for income tax purposes.

                  13. Effect on Retirement.  No Option under this Contract shall
be deemed  compensation for purposes of computing  benefits under any retirement
plan nor affect any  benefits  under any other  benefit plan now or hereafter in
effect  under  which the  availability  or amount of  benefits is related to the
level of compensation.

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

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<PAGE>

                  This  Contract  shall be binding upon and inure to the benefit
of any successor or successors of the Company.

                  This Contract may be executed in one or more counterparts. All
of such  counterparts  shall  constitute  one and the same  agreement  and shall
become effective when one or more counterparts of this Contract have been signed
by the Company and the Participant.

                  15.  Definitions.  Capitalized terms used in this Contract and
that are not  otherwise  defined  herein shall have the meaning set forth in the
Plan. The terms and conditions of the Plan are incorporated herein by reference.
In the event of any inconsistency  between this Contract and the Plan, the terms
of the Plan shall govern within the terms permitted by the Plan.

                  EXECUTED as of the date first above written.


                          FIELDS AIRCRAFT SPARES, INC.



                                       By:__________________________________



                  The undersigned  Participant hereby acknowledges receipt of an
executed  original of this Share Option Contract and accepts the Options granted
thereunder.



                                       --------------------------------------
                                       ___________________, Participant



                                       Address:_______________________________
                                       --------------------------------------


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