FIELDS AIRCRAFT SPARES, INC.

                              SHARE OPTION CONTRACT
                                                           Option No. 2 - ______


                  This SHARE OPTION CONTRACT  ("Contract") is entered into as of
August 7, 1997 ("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  and/or  director of the
Company or its subsidiaries; 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")  to  purchase  _____  common  shares,  no par value,  of the  Company
("Option  Shares"),  at a price of Ten Dollars  ($10.00)  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.

                  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 raise at least  $7,500,000  in
                  additional  debt or  equity  capital  subsequent  to the Grant
                  Date;

                           (ii)  the  Company  shall  have  sales  of  at  least
                  $14,000,000  in any 12-month  period  subsequent  to the Grant
                  Date;

                           (iii)  conditions  (i) and (ii) must have occurred if
                  at all by June 30, 1999; and

                           (iv) 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 or a director of the Company,
                  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 or a director of the Company.

<PAGE>

                  (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  third
anniversary of the date of vesting.  The Participant may exercise the Options at
any time during such period.  If the  Participant's  employment or  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 or 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

                  (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 or directorship 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.

                                        2
<PAGE>

         In  the  event  of  a   Participant's   termination  of  employment  or
directorship by reason of death,  and provided  Participant has been an employee
or director for 6 months from the Grant Date,  and provided that the  conditions
set forth in 2(a)(i),  (ii) and (iii) 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

                           (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.

                                        3
<PAGE>

                  (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
stock 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.
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.

                                        4
<PAGE>

                  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.  Except  as  otherwise  provided  in this
Contract,  Options  granted  hereunder and the rights and  privileges  conferred
thereby shall not be sold,  transferred,  assigned,  or otherwise disposed of in
any way (whether by operation of law or  otherwise)  other than to the estate of
Participant as a result of the death of Participant, and shall not be subject to
execution, attachment, or similar process. Upon any attempt to transfer, assign,
or  otherwise  dispose of such  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  hereby  shall
immediately  terminate  and the Option  shall  immediately  be  forfeited to the
Company.

                  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.

                                        5
<PAGE>

                  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.

                  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.

                                        6
<PAGE>

                  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:_______________________________
                                       --------------------------------------

                                        7