THIRD AMENDMENT TO CREDIT AGREEMENT


                  This Amendment is made as of the ____ day of June, 1996 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 and the Second  Amendment
to  Credit  Agreement  dated  February  29,  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 Third  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  "Floating  Rate"  is  hereby
         amended  to mean an annual  rate equal to the sum of the Base Rate plus
         five and one-half percent (5.5%), which Floating Rate shall change when
         and as the  Base  Rate  changes.  Provided  however,  if  and  only  if
         Borrower's Net Worth  increases by $5,000,000  over its Net Worth as of
         June 30,  1996,  exclusive of Net Earnings or Net Losses for the period
         commencing June 30, 1996 and ending on the date of determination,  then
         the  Floating  Rate shall  mean an annual  rate equal to the sum of the
         Base Rate plus four and one-half  percent  (4.5%),  which Floating Rate
         shall change when and as the Base Rate changes.

                  (c)      Section 2.12 Fees, is hereby amended as follows:

                           (i) The  Borrower  hereby  agrees to pay the Lender a
                  fully earned and  non-refundable  origination fee of $150,000,
                  due and payable upon the execution of this Agreement (of which
                  $100,000  has  been  paid to  Lender  prior  to the  execution
                  hereof).

                           (ii)  Commencing  April 1, 1995, the Borrower  hereby
                  agrees to pay the Lender,  in advance  quarterly audit fees of
                  $1,500 per quarter,  together with any out of pocket  expenses
                  incurred   by  Lender  in   connection   with  any  audits  or
                  inspections  by the Lender of any collateral or the operations
                  or business of the Borrower.

                           (iii) The Borrower hereby agrees to (a) reimburse the
                  Lender   for  all  wire   transfer   charges   and   automated
                  clearinghouse  charges and to (b) pay  overadvance  charges of
                  One Thousand Dollars ($1,000) per day.

                           (iv) The Borrower  agrees to pay to Lender  annually,
                  commencing with the fiscal year ending December 31, 1995, upon
                  delivery  of its audited  financial  statements  delivered  in
                  accordance  with Section 6.1 hereof,  a fee equal to 2% of the
                  Gross  Profit  in  excess  of  $2,000,000,  as  shown  on such
                  financial statements,  provided,  however, that such fee shall
                  in no event be less than $50,000 nor more than $150,000.

                           (v)  Commencing  July 25, 1996,  the Borrower  hereby
                  agrees to pay the Lender  monthly in advance an  accommodation
                  fee of $7,500.  This  accommodation  fee will be  increased to
                  $15,000  per  month  beginning  October  25,  1996.   Provided
                  however, if  and  only if Borrower's  Net  Worth  increases by

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                  $5,000,000  over its Net Worth as of June 30, 1996,  exclusive
                  of Net Earnings or Net Losses for the period  commencing  June
                  30,  1996 and  ending on the date of  determination,  then the
                  accommodation  fee shall be  decreased to zero as of such date
                  of determine  but without  adjustment  or proration to any fee
                  previously paid.

         2.       No Other Amendments.  Except as  explicitly  amended  by  this
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.

         3.       Conditions.  This  Third  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:

                  (a)      The Acknowledgement  and Agreement  of Guarantors set
         forth  at  the  end  of  this  Amendment, duly  executed by each of the
         Guarantors.

                  (b) Supplemental  Secretary's  Certificate  certifying (i) the
         resolutions  of the board of directors of the  Borrower  approving  the
         execution  and  delivery  of this  Amendment,  (ii) the  fact  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  Borrower's  Secretary  dated as of February 9, 1995 in  connection
         with the  execution  and delivery of the Credit  Agreement  continue in
         full force and effect and have not been amended or  otherwise  modified
         except  as set  forth in the  Certificate  to be  delivered,  and (iii)
         certifying  that the  officers and agents of the Borrower who have been
         certified to the Lender,  pursuant to the Certificate of the Borrower's
         Secretary dated as of February 9, 1995, as being authorized to sign and
         to act on  behalf  of the  Borrower  continue  to be so  authorized  or
         setting forth the sample  signatures of each of the officers and agents
         of the Borrower  authorized to execute and deliver this Third Amendment
         and all other  documents,  agreements and certificates on behalf of the
         Borrower.

                  (c) Current  certificates  issued by the Secretary of State of
         the  state  of  incorporation  of each of  Borrower  and the  Corporate
         Guarantors,  certifying  that each of the  Borrower  and the  Corporate
         Guarantors,   respectively,   is  in  compliance   with  all  corporate
         organizational requirements of such state.

                  (d) UCC financing  statements  duly executed by FIG sufficient
         to  perfect  the  security  interests  granted  under  the  Guarantors'
         Security Agreement.

                  (e) Current  searches of appropriate  filing  offices  showing
         that (i) no state or  federal  tax liens  have been filed and remain in
         effect  against  the  Borrower  or any  Corporate  Guarantor,  (ii)  no
         financing  statements  have been filed and remain in effect against the
         Borrower or any Corporate Guarantor,  except those financing statements

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         relating  to liens  permitted  pursuant  to  Section  7.1 of the Credit
         Agreement and those financing statements filed by the Lender, and (iii)
         the Lender has duly filed all financing statements necessary to perfect
         the  Security  Interests  granted  under the  Credit  Agreement  or the
         security interests granted under the Guarantors' Security Agreement, to
         the extent the Security  Interests or such other security  interest are
         capable of being perfected by filing.

                  (f)      An opinion of counsel to the Borrower and each of the
         Corporate Guarantors, addressed to the Lender.

                  (g)  A  supplemental   certificate  of  the  Secretary  or  an
         Assistant Secretary of each of the Corporate Guarantors,  certifying as
         to  (i)  the  resolutions  of  the  directors  and,  if  required,  the
         shareholders of such Corporate Guarantor, authorizing the execution and
         delivery of the  Acknowledgment  and Agreement of Guarantor and the UCC
         financing   statements   referred  to  herein,  (ii)  the  articles  of
         incorporation and the bylaws of such Corporate Guarantor, and (iii) the
         signatures  of the  officers  or  agents  of such  Corporate  Guarantor
         authorized to execute and deliver the  Acknowledgement and Agreement of
         Guarantor and the UCC financing  statements on behalf of such Corporate
         Guarantor.

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

         4.       Representations and Warranties.

                  (a) The  Borrower  has all  requisite  power and  authority to
         execute  this Third  Amendment  and to perform  all of its  obligations
         hereunder,  and this  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  Amendment  have been duly  authorized by all necessary  corporate
         action and do 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.

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


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         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 execution of this Third  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 Third 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  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
Third  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.

         9.      Counterparts.  This Third Amendment and the Acknowledgement and
Agreement of Guarantors may be executed in any number of  counterparts,  each of
which when so executed  and  delivered  shall be deemed an  original  and all of
which  counterparts,   taken  together,   shall  constitute  one  and  the  same
instrument.

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                  IN WITNESS WHEREOF,  the parties hereto have caused this Third
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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