FIRST AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT

                  THIS FIRST AMENDMENT (this  "Amendment") is entered into as of
September __, 1997,  between FIELDS AIRCRAFT SPARES  INCORPORATED,  a California
corporation ("Borrower"), and NATIONSCREDIT COMMERCIAL CORPORATION,  THROUGH ITS
NATIONSCREDIT COMMERCIAL FUNDING DIVISION ("Lender").

                  WHEREAS,  Borrower  has  requested  that Lender amend the Loan
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 2.2(e) of the Loan Agreement is hereby amended and
restated in its entirety as follows:

         "(e)  Minimum  Borrowing  Fee.  A  minimum  borrowing  fee equal to the
         excess,  if any,  of (i)  interest  which  would  have been  payable in
         respect of each  period set forth in Section  6(e) of Schedule A if, at
         all times during such period,  the  principal  balance of the Loans was
         equal to the lesser of (a) the  Minimum  Loan Amount and (b) the sum of
         the  maximum  amount  of  Availability   plus  the  maximum  amount  of
         Availability under the Aero Management Loan Agreement over (ii) the sum
         of the actual  interest  payable in  respect  of such  period  plus the
         actual  interest  payable under the Aero  Management  Loan Agreement in
         respect of such period, which fee shall be fully earned as of the first
         day of such  period  and  payable  on the  date set  forth  in  Section
         6(e)(ii) of Schedule A and on the Maturity Date."

                  (b)  Section 4 of Schedule A to the Loan  Agreement  is hereby
amended and restated in its entirety as follows:

     "4.      Minimum Loan Amount:    $2,500,000  beginning  on October 1, 1997,
                                      which   amount   shall  be   increased  by
                                      $425,000  on the first  day of each  month
                                      thereafter for six months,  provided, that
                                      such amount shall be capped at  $5,000,000
                                      and  shall  remain at  $5,000,000  for the
                                      duration of Term"

<PAGE>

                  (c) Section 6(e) of Schedule A to the Loan Agreement is hereby
amended and restated in its entirety as follows:

              "(e)     Minimum Borrowing Fee:
                       (i)      Applicable Period:  Each month
                       (ii)     Date payable:       The first day of each month"

                  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.

                           (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

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<PAGE>

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  Agreement,"  "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.

                  (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.

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<PAGE>

                  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 AIRCRAFT SPARES INCORPORATED


                                          By /s/ Lawrence J. Troyna 
                                             -----------------------------------
                                          Its Chief Financial Officer 

                                          NATIONSCREDIT COMMERCIAL 
                                          CORPORATION, THROUGH ITS 
                                          NATIONSCREDIT COMMERCIAL FUNDING 
                                          DIVISION


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

                  The undersigned  guarantors  hereby  acknowledge the foregoing
amendment and ratify and reaffirm their respective guarantees of the obligations
of Fields Aircraft Spares Incorporated.


FIELDS AERO MANAGEMENT, INC.


By /s/ Lawrence J. Troyna 
   ----------------------------
Its Corporate Secretary 


FIELDS AIRCRAFT SPARES, INC.


By /s/ Lawrence J. Troyna 
   ---------------------------- 
Its Corporate Secretary 


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