FIFTH AMENDMENT TO CREDIT AGREEMENT


                  This  Fifth  Amendment  is made as of the 1st day of  January,
1997  by  and  between  FIELDS  AIRCRAFT  SPARES   INCORPORATED,   a  California
corporation (the  "Borrower"),  and NORWEST  BUSINESS CREDIT,  INC., a Minnesota
corporation (the "Lender").

                                    RECITALS

                  The  Borrower  and the Lender have entered into the Credit and
Security  Agreement  dated as of  February  9,  1995 and  amended  by the  First
Amendment to Credit  Agreement dated November 21, 1995, by the Second  Amendment
to Credit  Agreement  dated  February  29, 1996,  by the Third  Amendment to the
Credit  Agreement  dated June 30, 1996 and by the Fourth  Amendment dated August
16, 1996 (as amended, the "Credit Agreement").

                  The Borrower may request certain advances from the Lender from
time to time  pursuant  to the  Credit  Agreement,  and the Lender  may,  in its
discretion,  choose  to  make  loans  to the  Borrower  pursuant  to the  Credit
Agreement.  The Lender may demand repayment of the loans at any time pursuant to
the terms of the Credit Agreement.

                  The loan advances under the Credit  Agreement are evidenced by
the  Borrower's  demand  promissory  note dated as of February  9, 1995,  in the
maximum principal amount of Ten Million Dollars ($10,000,000) and payable to the
order of the Lender (the "Note").

                  All  indebtedness  of the  Borrower  to the  Lender is secured
pursuant to the terms of the Credit  Agreement and all other Security  Documents
as defined therein  (collectively,  the "Security  Documents") and is guaranteed
pursuant to the  unconditional  guaranties of the Corporate  Guarantors  defined
therein and is further  guaranteed  pursuant to the validity  guaranties  of the
Individual Validity Guarantors (collectively, the "Validity Guarantors").

                  The Borrower has requested that certain  amendments be made to
the Credit Agreement,  which the Lender is willing to make pursuant to the terms
and conditions set forth herein.

                  NOW,  THEREFORE,  in  consideration of the premises and of the
mutual covenants and agreements herein contained, it is agreed as follows:



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         1.       Definitions and Amendments.

                  (a) Terms used in this Fifth  Amendment  which are  defined in
         the Credit  Agreement shall have the same meanings as defined  therein,
         unless otherwise defined herein.

                  (b) The  definition  of the term  "Borrowing  Base" is  hereby
         amended as follows:  "Borrowing Base" means, at any time and subject to
         change from time to time in the Lender's  sole  discretion,  the lesser
         of:

                           (i) $6,150,000 provided,  however, that the Borrowing
                  Base shall be decreased by Two Hundred Fifty Thousand  Dollars
                  ($250,000) on the first day of February,  1997 and on the same
                  day of each successive month thereafter.

                  or

                  (c)      the sum of:

                           (i) the lesser of (A) 75% of Eligible Accounts or (B)
                  $6,150,000;  provided,  however,  that such maximum  amount of
                  Eligible  Accounts  shall be reduced by  $250,000 on the first
                  day of February,  1997 and on the same day of each  successive
                  month thereafter, plus

                           (ii) the lesser of (A) 50% of Eligible  Inventory  or
                  (B) $6,000,000; provided, however, that such maximum amount of
                  Eligible  Inventory  shall be reduced by $100,000 on the first
                  day of February,  1997 and on the same day of each  successive
                  month thereafter, plus

                           (iii)    $250,000.

         1. No Other  Amendments.Except  as  explicitly  amended  by this  Fifth
Amendment,  all of the terms and conditions of the Credit Agreement shall remain
in full force and effect and shall apply to any advance thereunder.

         2.       Amendment Fee.  The  Borrower agrees to pay the Lender a fully
earned, non-refundable fee in the amount $0.00 in consideration of the execution
by the Lender of this Fifth Amendment.

         3.       Conditions.  This Fifth  Amendment  shall  be  effective  (the
"Effective  Date") upon  receipt by the Lender of an executed  original  hereof,
together with each of the  following,  each in substance and form  acceptable to
the Lender in its sole discretion:

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                  (a) The Acknowledgement and Agreement of Corporate  Guarantors
         and the Acknowledgment  and Agreement of Validity  Guarantors set forth
         at the  end of  this  Fifth  Amendment,  duly  executed  by each of the
         Corporate Guarantors and Individual Validity Guarantors, respectively.

                  (b) Supplemental  Secretary's  Certificate  certifying (i) the
         resolutions  of the board of directors of the  Borrower  approving  the
         execution and delivery of this Fifth  Amendment and the  performance by
         the  Borrower  of its  obligations  under the Fifth  Amendment  and the
         Credit  Agreement  as  amended  hereby,   (ii)  that  the  Articles  of
         Incorporation  and the Bylaws of the Borrower  which were certified and
         delivered to the Lender pursuant to the Certificate of the Secretary of
         Borrower  dated  February 9, 1995 continue in full force and effect and
         have not been altered,  amended or revised, and (iii) the signatures of
         the  officers  and agents of the  Borrower  authorized  to execute  and
         deliver this Fifth  Amendment  and other  instruments,  agreements  and
         certificates, including Advance requests, on behalf of the Borrower.

                  (c)      Payment of the fees and expenses  required to be paid
         by the Borrower under Paragraphs 3 and 9 hereof.

                  (d)      Such  other  documents  as  the  Lender  in  its sole
         discretion may require.

         4.       Representations and Warranties.

         The Borrower hereby represents and warrants to the Lender as follows:

                  (a) The  Borrower  has all  requisite  power and  authority to
         execute  this Fifth  Amendment  and to perform  all of its  obligations
         hereunder and under the Credit  Agreement as amended  hereby,  and this
         Fifth  Amendment  has been duly  executed and delivered by the Borrower
         and  constitutes  the  legal,  valid  and  binding  obligation  of  the
         Borrower, enforceable in accordance with its terms.

                  (b) The execution, delivery and performance by the Borrower of
         this  Fifth  Amendment  has  been  duly  authorized  by  all  necessary
         corporate action and does not (i) require any authorization, consent or
         approval by any governmental  department,  commission,  board,  bureau,
         agency or  instrumentality,  domestic  or  foreign,  (ii)  violate  any
         provision  of any  law,  rule  or  regulation  or of any  order,  writ,
         injunction or decree presently in effect,  having  applicability to the
         Borrower,  or the Articles of Incorporation or By-Laws of the Borrower,
         or (iii)  result  in a breach  of or  constitute  a  default  under any
         indenture or loan or credit agreement or any other agreement,  lease or
         instrument  to  which  the  Borrower  is a party  or by which it or its
         properties may be bound or affected.


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                  (c) All of the  representations  and  warranties  contained in
         Article V of the Credit Agreement,  as amended by this Fifth Amendment,
         are correct on and as of the date hereof and on the Effective  Date, as
         though  made on and as of such  date,  except to the  extent  that such
         representations and warranties relate solely to an earlier date.

5.  References.  Upon the Effective Date, all references in the Credit Agreement
to "this  Agreement" shall be deemed to refer to the Credit Agreement as amended
hereby;  and any and all  references  in the  Security  Documents  to the Credit
Agreement shall be deemed to refer to the Credit Agreement as amended hereby.

         6. No Waiver.  The  Borrower  hereby  acknowledges  and agrees that the
execution of this Fifth Amendment and any documents  related hereto shall not be
deemed to be a waiver  of any  Default  or Event of  Default  under  the  Credit
Agreement or breach,  default or event of default under any Security Document or
other  document  held by the  Lender,  whether  or not known to the  Lender  and
whether or not existing on the date of this Fifth Amendment.

         7. Release. The Borrower hereby absolutely and unconditionally releases
and  forever  discharges  the  Lender,  and  any and  all  participants,  parent
corporations,   subsidiary  corporations,   affiliated  corporations,  insurers,
indemnitors,  successors and assigns  thereof,  together with all of the present
and former  directors,  officers,  agents and employees of any of the foregoing,
from any and all  claims,  demands  or causes  of action of any kind,  nature or
description,  whether arising in law or equity or upon contract or tort or under
any state or federal law or  otherwise,  which the  Borrower has had, now has or
has made  claim to have  against  any such  person  for or by reason of any act,
omission,  matter,  cause or thing whatsoever arising from the beginning of time
to and including the date of this Fifth Amendment,  whether such claims, demands
and causes of action are matured or unmatured or known or unknown.

         8.  Expenses.  The Borrower  hereby  reaffirms its agreement  under the
Credit  Agreement  to pay or  reimburse  the  Lender on demand for all costs and
expenses  incurred by the Lender in connection  with the Credit  Agreement,  the
Security  Documents  and all other  documents  contemplated  thereby,  including
without  limitation  all  reasonable  fees and  disbursements  of legal counsel.
Without  limiting the  generality of the  foregoing,  the Borrower  specifically
agrees  to pay all fees and  disbursements  of  counsel  to the  Lender  for the
services  performed by such counsel in connection  with the  preparation of this
Fifth  Amendment  and the  documents  and  instruments  incidental  hereto.  The
Borrower  hereby agrees that the Lender may, at any time or from time to time in
its sole discretion and without further  authorization  by the Borrower,  make a
loan to the Borrower  under the Credit  Agreement,  or apply the proceeds of any
loan, for the purpose of paying any such fees, disbursements, costs and expenses
and the fee required under Paragraph 3 hereof.

         9.       Counterparts.  This  Fifth  Amendment, the Acknowledgement and
Agreement  of  Corporate  Guarantors  and the  Acknowledgment  and  Agreement of
Validity Guarantors may be executed in any number of counterparts, each of which

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when so executed  and  delivered  shall be deemed an  original  and all of which
counterparts, taken together, shall constitute one and the same instrument.

                  IN WITNESS WHEREOF,  the parties hereto have caused this Fifth
Amendment to be duly executed as of the day and year first above written.

                     BORROWER:

                     FIELDS AIRCRAFT SPARES INCORPORATED (SEAL)


                     By:______________________________________
                     Its:_____________________________________


                     LENDER:

                     NORWEST BUSINESS CREDIT, INC. (SEAL)


                     By:_____________________________________
                     Its:____________________________________







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