SECOND AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT

                  THIS SECOND AMENDMENT (this "Amendment") is entered into as of
September  14,  1998,  between  FIELDS  AERO  MANAGEMENT,   INC.,  a  California
corporation ("Borrower"), and NATIONSCREDIT COMMERCIAL CORPORATION,  THROUGH ITS
NATIONSCREDIT COMMERCIAL FUNDING DIVISION ("Lender").

                  WHEREAS,  Borrower  and  Lender  have  amended  the  Loan  and
Security  Agreement  dated April 18,  1997 (as  amended,  the "Loan  Agreement")
pursuant to that certain First Amendment to Loan and Security Agreement dated as
of April ___, 1998; and

                  WHEREAS,  Borrower has requested that Lender further amend 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) Sections 1(a) and 1(g) of Schedule A to the Loan Agreement
are hereby  amended to delete the  reference  to  "$10,000,000"  therein  and to
substitute therefor a reference to "$15,000,000."

                  (b) Section 3(a) of Schedule A to the Loan Agreement is hereby
amended to delete the reference to "3.00%" therein and to substitute  therefor a
reference to "2.00%".

                  (c)  Section 7 of Schedule A to the Loan  Agreement  is hereby
amended to delete the reference to "April 17,  2000,"  therein and to substitute
therefor a reference to "August 31, 2002."

                  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. Effectiveness.  This Amendment shall become effective as of
the date hereof upon receipt by Lender of a fully executed copy hereof.

                  5. 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:

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                           (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  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 5(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

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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.

                  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/ Alan M. Fields
                                                 -------------------------------
                                              Its President & CEO

                                              NATIONSCREDIT COMMERCIAL 
                                              CORPORATION, THROUGH ITS
                                              NATIONSCREDIT COMMERCIAL FUNDING 
                                              DIVISION


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

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