FIRST AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT

                  THIS FIRST AMENDMENT (this  "Amendment") is entered into as of
April 29, 1998, between FIELDS AERO MANAGEMENT,  INC., a California  corporation
("Borrower"),   and   NATIONSCREDIT   COMMERCIAL   CORPORATION,    THROUGH   ITS
NATIONSCREDIT COMMERCIAL FUNDING DIVISION ("Lender").

                  WHEREAS, Borrower has requested that Lender amend the Loan and
Security  Agreement  dated  April 18,  1997 (the  "Loan  Agreement")  in various
respects, and Lender has agreed to do so subject to the terms contained herein;

                  NOW  THEREFORE,  in  consideration  of the premises and mutual
agreements herein contained, the parties hereto agree as follows:

                  1. Defined Terms. Unless otherwise defined herein, capitalized
terms used  herein  shall have the  meanings  ascribed to such terms in the Loan
Agreement.

                  2. Amendments to Loan Agreement.

                  (a) Section 5.18(v) of the Loan Agreement is hereby amended to
delete the reference to "Fields" and to substitute  therefor a reference to "any
Other Borrower".

                  (b) Section 7.2 of the Loan Agreement is hereby amended (i) to
delete the first reference to "Fields" and to substitute therefor a reference to
"each  Other  Borrower",  and (ii) to  delete  the  reference  to  "Fields  Loan
Agreement" and to substitute  therefor a reference to "Additional Loan Agreement
to which it is a party".

                  (c) Section  8.1(xiv) of the Loan  Agreement is hereby amended
to delete the reference to "the Fields" and to  substitute  therefor a reference
to "any Additional".

                  (d)  Section  1(d)(i) of Schedule A to the Loan  Agreement  is
hereby  amended (i) to delete the first  reference to "Fields" and to substitute
therefor  a  reference  to  "Other  Borrower",  and (ii) to  delete  the  second
reference  to "Fields"  and to  substitute  therefor a  reference  to "the Other
Borrowers".

                  (e) Section 1(g) of Schedule A to the Loan Agreement is hereby
amended  to delete  the  reference  to  "Fields"  and to  substitute  therefor a
reference to "Other Borrower".

                  (f) Schedule B to the Loan Agreement is hereby amended to:

                           (i) Insert the following definitions:

                  ""Additional Loan Agreements" means the Fields Loan Agreement,
                  the Flightways Loan Agreement, and all other Loan and Security
                  Agreements  now or hereafter  executed  between Lender and any
                  Affiliate  of  Borrower,  Fields,  Flightways  or Spares  that
                  Borrower, all 

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                  Other  Borrowers  at  the  time  and  Lender  designate  as an
                  Additional Loan Agreement.

                  "Flightways"   means   Flightways   Manufacturing,   Inc.,   a
                  California corporation and an Affiliate of Borrower.

                  "Flightways  Loan  Agreement"  means  the  Loan  and  Security
                  Agreement dated as of April __, 1998,  between  Flightways and
                  Lender, as it may be amended from time to time.

                  "Flightways Loan Balance" means the outstanding balance of all
                  monetary   obligations   (including   without  limitation  the
                  aggregate  undrawn face amount of all  outstanding  letters of
                  credit,  bankers  acceptances and other credit  accommodations
                  and  all  interest,   fees  and  costs  due  or,  in  Lender's
                  estimation,  likely to become due in connection  therewith) of
                  Flightways under the Flightways Loan Agreement.

                  "Other Borrowers" means, collectively,  Fields, Flightways and
                  any  other  borrower  of  Lender  under  an  Additional   Loan
                  Agreement.

                  "Other  Borrower Loan Balance"  means the Fields Loan Balance,
                  the Flightways Loan Balance and the outstanding balance of all
                  monetary   obligations   (including   without  limitation  the
                  aggregate  undrawn face amount of all  outstanding  letters of
                  credit,  bankers  acceptances and other credit  accommodations
                  and  all  interest,   fees  and  costs  due  or,  in  Lender's
                  estimation,  likely to become due in connection  therewith) of
                  each Other Borrower under each Additional Loan Agreement."

                           (ii) Amend the  definition of "Borrower  Guaranty" to
                  (i) insert a reference to ", as amended or modified  from time
                  to  time,"  after the word  "herewith",  and (ii)  delete  the
                  reference to "Fields" and to  substitute  therefor a reference
                  to "Other Borrower".

                  3.  Other  Amendments.  This  Amendment  shall  constitute  an
amendment  to the  Loan  Agreement  and  all  of the  other  Loan  Documents  as
appropriate to express the agreements  contained  herein. In all other respects,
the Loan  Agreement and the other Loan Documents  shall remain  unchanged and in
full force and effect in accordance with their original terms.

                  4. Miscellaneous.

                  (a)  Warranties  and Absence of  Defaults.  In order to induce
Lender to enter into this Amendment,  Borrower hereby warrants to Lender,  as of
the date hereof, that:

                           (i) The  representations  and  warranties of Borrower
                  contained in the Loan Agreement are true and correct as of the
                  date hereof as if made on the date hereof.

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<PAGE>

                           (ii) All  information,  reports and other  papers and
                  data heretofore  furnished to Lender by Borrower in connection
                  with this  Amendment,  the Loan  Agreement  and the other Loan
                  Documents  are accurate  and correct in all material  respects
                  and  complete  insofar as may be necessary to give Lender true
                  and accurate knowledge of the subject matter thereof. Borrower
                  has  disclosed to Lender every fact of which it is aware which
                  might adversely  affect the business,  operations or financial
                  condition  of  Borrower  or the ability of Borrower to perform
                  its obligations  under this  Amendment,  the Loan Agreement or
                  under any of the other Loan Documents. None of the information
                  furnished to Lender by or on behalf of Borrower  contained any
                  material  misstatement  of fact or omitted to state a material
                  fact or any fact  necessary to make the  statements  contained
                  herein or therein not materially misleading.

                           (iii) No Event of Default or Default exists as of the
                  date hereof.

                  (b) Expenses.  Borrower  agrees to pay on demand all costs and
expenses  of Lender  (including  the  reasonable  fees and  expenses  of outside
counsel for Lender) in connection with the preparation,  negotiation, execution,
delivery and  administration  of this  Amendment  and all other  instruments  or
documents provided for herein or delivered in connection herewith.  In addition,
Borrower  agrees to pay, and save Lender  harmless from all  liability  for, any
stamp or other taxes which may be payable in  connection  with the  execution or
delivery of this Amendment or the Loan  Agreement,  as amended  hereby,  and the
execution and delivery of any  instruments  or documents  provided for herein or
delivered  or  to  be  delivered  hereunder  or  in  connection  herewith.   All
obligations  provided in this Section 4(b) shall survive any termination of this
Amendment and the Loan Agreement as amended hereby.

                  (c)  Governing  Law. This  Amendment  shall be a contract made
under and governed by the internal laws of the State of New York.

                  (d) Counterparts. This Amendment may be executed in any number
of counterparts, and by the parties hereto on the same or separate counterparts,
and each such counterpart, when executed and delivered, shall be deemed to be an
original,  but all such counterparts  shall together  constitute but one and the
same Amendment.

                  (e)   Reference   to  Loan   Agreement.   On  and   after  the
effectiveness of the amendment to the Loan Agreement  accomplished  hereby, each
reference in the Loan  Agreement  to "this  Amendment,"  "hereunder,"  "hereof,"
"herein" or words of like import,  and each  reference to the Loan  Agreement in
any other Loan Documents,  or other  agreements,  documents or other instruments
executed  and  delivered  pursuant  to the Loan  Agreement,  shall mean and be a
reference to the Loan Agreement, as amended by this Amendment.

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<PAGE>

                  (f) Successors. This Amendment shall be binding upon Borrower,
Lender and their  respective  successors  and  assigns,  and shall  inure to the
benefit of Borrower, Lender and the successors and assigns of Lenders.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment to be executed by their respective  officers thereunto duly authorized
and delivered at New York, New York as of the date first above written.

                                               FIELDS AERO MANAGEMENT, INC.


                                               By /s/ Lawrence J. Troyna
                                                 ----------------------------- 
                                               Its CFO

                                               NATIONSCREDIT COMMERCIAL
                                               CORPORATION, THROUGH ITS
                                               NATIONSCREDIT COMMERCIAL FUNDING
                                               DIVISION


                                               By /s/ Scott James Lorimer 
                                                 ----------------------------- 
                                               Its Vice President 


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