Warrant Certificate No. ___
                                                     _____ Warrants to Acquire
                                                     One Share Per Warrant

NEITHER  THE  WARRANTS  EVIDENCED  HEREBY NOR THE COMMON  SHARES  ISSUABLE  UPON
EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE  "SECURITIES  ACT"), OR ANY STATE SECURITIES LAWS, AND MAY
NOT BE OFFERED OR SOLD  WITHIN  THE UNITED  STATES OR TO, OR FOR THE  ACCOUNT OR
BENEFIT OF,  U.S.  PERSONS  EXCEPT AS SET FORTH IN THE  FOLLOWING  SENTENCE.  BY
ACQUISITION  HEREOF,  THE HOLDER (1)  REPRESENTS  THAT (A) IT IS AN  "ACCREDITED
INVESTOR"  (AS DEFINED IN RULE 501(a)  UNDER THE  SECURITIES  ACT)  ("ACCREDITED
INVESTOR")  AND  (B) IT IS NOT A U.S.  PERSON  AND  IS  ACQUIRING  THE  WARRANTS
EVIDENCED HEREBY IN AN OFFSHORE TRANSACTION;  (2) AGREES THAT IT WILL NOT RESELL
OR  OTHERWISE  TRANSFER  THE  WARRANTS  EVIDENCED  HEREBY OR THE  COMMON  SHARES
ISSUABLE  UPON  CONVERSION  OF SUCH  WARRANTS  EXCEPT (A) TO THE  COMPANY OR ANY
SUBSIDIARY  THEREOF,  (B) TO A QUALIFIED  INSTITUTIONAL BUYER IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT, (C) TO AN ACCREDITED INVESTOR THAT, PRIOR TO
SUCH  TRANSFER,  FURNISHES TO THE COMPANY,  A SIGNED LETTER  CONTAINING  CERTAIN
REPRESENTATIONS  AND AGREEMENTS  RELATING TO THE RESTRICTIONS ON TRANSFER OF THE
WARRANTS  EVIDENCED  HEREBY (THE FORM OF WHICH  LETTER CAN BE OBTAINED  FROM THE
COMPANY),  (D) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 903 OR RULE 904
OF REGULATION S UNDER THE  SECURITIES  ACT, (E) PURSUANT TO THE  EXEMPTION  FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES  ACT;  AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE
WARRANTS  EVIDENCED HEREBY ARE TRANSFERRED A NOTICE  SUBSTANTIALLY TO THE EFFECT
OF THIS  LEGEND.  IN  CONNECTION  WITH ANY  TRANSFER OF THE  WARRANTS  EVIDENCED
HEREBY,  THE HOLDER MUST CHECK THE  APPROPRIATE  BOX SET FORTH ON THE ASSIGNMENT
FORM RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS  CERTIFICATE TO THE
COMPANY.  IF THE PROPOSED  TRANSFER IS PURSUANT TO CLAUSE (C), (D) OR (E) ABOVE,
THE  HOLDER  MUST,  PRIOR  TO  SUCH  TRANSFER,  FURNISH  TO  THE  COMPANY,  SUCH
CERTIFICATIONS,   LEGAL  OPINIONS  OR  OTHER  INFORMATION  AS  THE  COMPANY  MAY
REASONABLY  REQUIRE TO CONFIRM THAT SUCH  TRANSFER IS BEING MADE  PURSUANT TO AN
EXEMPTION  FROM,  OR  IN  A  TRANSACTION   NOT  SUBJECT  TO,  THE   REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT.  AS  USED  HEREIN,  THE  TERMS  "OFFSHORE
TRANSACTION,"  "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT.

                                       50
<PAGE>

                                                             CUSIP # U31656 11 6
                                                          ISIN # USU 31656 11 61

 These         Warrants  shall cease to be  exercisable  and shall be void after
               5:00 p.m., Simi Valley, California time, on February 20, 2000


                         COMMON SHARE PURCHASE WARRANTS
                                       OF
                          FIELDS AIRCRAFT SPARES, INC.


FOR VALUE  RECEIVED,  Fields  Aircraft  Spares,  Inc.  (the  "Company"),  a Utah
corporation, hereby certifies that ___________________________, whose address is
_________________________________,  or his permitted  assigns,  is the holder of
____________  Warrants  to purchase  from the  Company  one Common  Share of the
Company,  par value $.05,  per Warrant,  subject to the  conditions and upon the
terms of these Warrants,  at any time or from time to time after the date hereof
and prior to 5:00 p.m. Simi Valley,  California time, on February 20, 2000, at a
per share  exercise price of $13.00 per share (subject to adjustment as provided
herein).  Hereinafter  (i) said common  shares,  together  with any other equity
securities  that  may be  issued  by the  Company  with  respect  thereto  or in
substitution  therefor,  is  referred to as "Common  Stock,"  (ii) the shares of
Common Stock  purchasable  hereunder  are  referred to as the "Warrant  Shares,"
(iii) the  aggregate  purchase  price payable  hereunder for the Warrant  Shares
calculated as set forth in Paragraph 1 is referred to as the "Aggregate  Warrant
Price,"  (iv) the price  payable  hereunder  for each of the  Warrant  Shares is
referred  to as the "Per  Share  Warrant  Price,"  (v) these  Warrants,  and all
warrants  hereafter  issued in exchange or  substitution  for these Warrants are
referred to as the "Warrants" and (vi) the holder of these Warrants are referred
to as the "Holder."

         The Per Share Warrant  Price is subject to  adjustment  pursuant to the
anti-dilution  provisions  of  Paragraph  hereof.  In  the  event  of  any  such
adjustment,  the number of Warrant  Shares  shall be adjusted  by  dividing  the
Aggregate  Warrant Price by the Per Share  Warrant  Price in effect  immediately
after such adjustment.

         1. Exercise of Warrants.  These Warrants may be exercised,  in whole at
any time or in part from time to time during the period (the "Exercise  Period")
commencing on the date hereof,  and ending on 5:00 p.m. Simi Valley,  California
time then current on February 20, 2000,  by the Holder of these  Warrants by the
surrender  of these  Warrants  (with the  exercise  form at the end hereof  duly
executed)  at the address set forth in  Subsection  (a)  hereof,  together  with
payment of the Aggregate  Warrant Price,  or the  proportionate  part thereof if
these  Warrants are exercised in part.  Payment for Warrant Shares shall be made
by certified or official  bank check or wire transfer of  immediately  available
funds payable to the order of "Fields Aircraft Spares,

                                       51
<PAGE>

Inc." The Warrants shall expire, and exercise shall no longer be allowed, to the
extent the Warrants  have not been  exercised by the  expiration of the Exercise
Period.

         2. Partial  Exercise of Warrant.  If these  Warrants  are  exercised in
part,  these  Warrants  must be exercised  for a minimum of 100 shares of Common
Stock and if the  Exercise  Period has not  expired  the Holder is  entitled  to
receive new Warrants  covering the number of Warrant  Shares in respect of which
these Warrants have not been exercised and setting forth the proportionate  part
of the Aggregate  Warrant Price  applicable  to such Warrant  Shares.  Upon such
surrender  of these  Warrants,  the  Company  will (a)  issue a  certificate  or
certificates in the name of the Holder for the largest number of whole shares of
Common  Stock to which the Holder shall be entitled  and, if these  Warrants are
exercised in whole, in lieu of any fractional share of the Common Stock to which
the Holder  shall be entitled,  cash equal to the fair value of such  fractional
share  (determined  in such  reasonable  manner as the Board of Directors of the
Company  shall  determine),  and (b) deliver the  proportionate  part thereof if
these  Warrants  are  exercised  in  part,  pursuant  to the  provisions  of the
Warrants. The Warrants shall expire, and exercise shall no longer be allowed, to
the  extent  the  Warrants  have not been  exercised  by the  expiration  of the
Exercise Period.

         3. Redemption of Warrants.  The Warrants are redeemable by the Company,
in whole or in part, on not less than thirty (30) days' prior written  notice at
a redemption  price of $.01 per Warrant at any time,  provided  that the closing
price of the Common Stock has  maintained an average of $20.00 (the  "Redemption
Level") for any twenty (20) trading days ending  within 50 days prior to the day
on which the Company gives notice of redemption.  The redemption notice shall be
mailed to the holders of the Warrants at their addresses set forth in Subsection
10(b) hereof.  Holders of the Warrants will have exercise rights until the close
of business on the date fixed for  redemption.  If an  adjustment is made to the
Per Share Warrant Price in Section 5(b) below, a corresponding  adjustment shall
be made to the Redemption Level.

         4. Reservation of Warrant Shares.  The Company will at all times during
the Exercise  Period have  authorized  and  reserved,  and will keep  available,
solely for issuance or delivery upon the exercise of the  Warrants,  the Warrant
Shares.

         5.       Anti-Dilution Provisions.

                  (a) If, at any time or from time to time after the date of the
Warrants,  the  Company  shall  distribute  property or assets to all holders of
Common  Stock  (excluding  (x)  dividends  paid in,  or  distributions  of,  the
Company's  capital  stock for which the  number  of  Warrant  Shares  receivable
hereunder shall have been adjusted pursuant to Subsection (b), and (y) dividends
or distributions  paid in cash) (any of the foregoing being  hereinafter in this
Subsection  (a) called the  "Property"),  then,  in each such case,  the Company
shall reserve  sufficient  Property for distribution to the Holder upon exercise
of the Warrants so that,  in addition to the shares of Common Stock to which the
Holder is entitled,  the Holder will  receive upon such  exercise the amount and
kind of such Property which such Holder would have received if the Holder had,

                                       52
<PAGE>

immediately  prior to the  record  date for the  distribution  of the  Property,
exercised the Warrants.  Notice of each such distribution  shall be given to the
Holder  concurrently  with any  notice  given to the  holders  of  Common  Stock
regarding such distribution.

                  (b) In case the Company shall  hereafter (i) pay a dividend or
make a distribution on its Common Stock payable in shares of capital stock, (ii)
subdivide  its  outstanding  shares of  Common  Stock  into a greater  number of
shares,  (iii)  combine its  outstanding  shares of Common  Stock into a smaller
number of shares  or (iv)  issue by  reclassification  of its  Common  Stock any
shares of capital  stock of the  Company,  then,  in any such event,  the Holder
shall be entitled to receive the aggregate  number and kind of shares which,  if
the  Warrants  had been  exercised  immediately  prior to the  record  date with
respect  to  the  dividend  or   distribution  or  the  effective  date  of  the
subdivision,  combination  or  reclassification,  he would have been entitled to
receive by virtue of such dividend,  distribution,  subdivision,  combination or
reclassification,  and  the Per  Share  Warrant  Price  shall  be  appropriately
adjusted.  Such adjustment shall be made successively  whenever any event listed
above shall occur.  An  adjustment  made pursuant to this  subsection  (b) shall
become effective  immediately after the record date in the case of a dividend or
distribution and shall become effective  immediately after the effective date in
the case of a subdivision,  combination or reclassification.  If, as a result of
an adjustment made pursuant to this subsection (b), the Holder of these Warrants
shall become  entitled to receive shares of two or more classes of capital stock
or shares of Common Stock and other  capital  stock of the  Company,  then these
Warrants  may  thereafter  be  exercised  for units  consisting  of whole number
multiples of each such securities, as designated by the Board of Directors.

                  (c) In case of any of the  following  events  (each  of  which
shall be deemed a  "Reorganization  Event"):  (i) any consolidation or merger to
which the Company is a party,  other than a merger or consolidation in which the
Company is the  continuing  corporation,  (ii) any sale or conveyance to another
entity of all or  substantially  all of the assets of the Company  (including  a
sale  of  all  or  substantially  all  of  the  assets  of  the  Company  for  a
consideration  consisting  primarily  of  securities)  or  (iii)  any  statutory
exchange of securities with another corporation (including any exchange effected
in connection with a merger of a third party into the Company), the Holder shall
have the right  thereafter to receive upon  exercise of these  Warrants the kind
and amount of  securities,  cash or other  property which he would have owned or
have been entitled to receive  immediately after such  Reorganization  Event had
such Warrants been  converted  immediately  prior to the effective  date of such
Reorganization Event and in any such case, if necessary,  appropriate adjustment
shall be made in the  application  of the  provisions  set forth in this Section
with  respect to the rights and  interests  thereafter  of the Holder to the end
that the provisions set forth in this Section shall  thereafter  correspondingly
be made applicable, as nearly as may reasonably be, in relation to any shares of
stock or other securities or property thereafter  deliverable on the exercise of
these Warrants.  The foregoing provisions of this Subsection (c) shall similarly
apply to successive  Reorganization  Events.  Notice of any Reorganization Event
and of said  provisions so proposed to be made shall be mailed to the Holder not
less than 30 days prior to the effective date of such event.

                                       53
<PAGE>

                  (d)  Notwithstanding  any other provision of this Section,  no
adjustment  in the Per  Share  Warrant  Price  shall  be  required  unless  such
adjustment  would require an increase or decrease of at least $0.10 per share of
Common Stock and no  adjustment  in the number of Warrant  Shares  issuable upon
exercise of these Warrants shall be required if such adjustment  would represent
less than one  percent  of the  number  of  Warrant  Shares to be so  delivered;
provided,  however,  that any adjustments which by reason of this Subsection (d)
are not  required to be made shall be carried  forward and taken into account in
any subsequent adjustment, and provided further, however, that adjustments shall
be required and made in accordance  with the  provisions of this Section  (other
than this  Subsection  (d)) not later than such time as may be required in order
to  preserve  the  tax-free  nature  of  a  distribution  to  the  Holder.   All
calculations  under this  Section  shall be made to the  nearest  cent or to the
nearest  1/100th of a share, as the case may be. Anything in this Section to the
contrary notwithstanding,  the Company shall be entitled to make such reductions
in the Per Share Warrant  Price,  in addition to those required by this Section,
as it in its  discretion  shall  deem to be  advisable  in order  that any stock
dividend,  subdivision of shares, or distribution of rights to purchase stock or
securities  convertible or exchangeable  for stock hereafter made by the Company
to its shareholders shall not be taxable.

                  (e)  Whenever  the Per  Share  Warrant  Price is  adjusted  as
provided in this Section and upon any  modification  of the rights of the Holder
of these  Warrants in accordance  with this Section,  the Company shall promptly
prepare a certificate of the Company's  Chief Financial  Officer,  setting forth
the Per  Share  Warrant  Price and the  number  of  Warrant  Shares  after  such
adjustment or the effect or such  modification,  a brief  statement of the facts
requiring such adjustment or  modification  and the manner of computing the same
and cause a copy of such certificate to be mailed to the Holder.

                  (f) If the Board of Directors of the Company shall declare any
dividend or other  distribution  in cash with respect to the Common  Stock,  the
Company  shall mail notice  thereof to the Holder not less than 15 days prior to
the record date fixed for  determining  shareholders  entitled to participate in
such dividend or other distribution.

         6. Fully Paid Stock;  Taxes. The shares of the Common Stock represented
by each and every  certificate  for Warrant Shares  delivered on the exercise of
these  Warrants  shall,  at the time of such  delivery,  be  validly  issued and
outstanding,  fully paid and non-assessable,  and not subject to any pre-emptive
rights, and the Company will take all such actions as may be necessary to assure
that the par value or stated value,  if any, per share of the Common Stock is at
all times equal to or less than the then Per Share  Warrant  Price.  The Company
shall pay, when due and payable,  any and all Federal and state stamp,  original
issue or  similar  taxes  which may be  payable  in  respect of the issue of any
Warrant Share or certificate therefor.

                                       54
<PAGE>

         7.       Transfer.

                  (a)  Securities  Laws.  Neither these Warrants nor the Warrant
Shares  issuable  upon the exercise  hereof have been  registered in reliance on
Regulation S promulgated under the Securities Act of 1933, as amended (the "Act"
or the  "Securities  Act") or under  any  state  securities  laws and  unless so
registered may not be  transferred,  sold,  pledged,  hypothecated  or otherwise
disposed of except  pursuant to  Regulation  S under the Act unless an exemption
from such  registration  is available.  Except as provided in subsection  (b) of
this Section, these Warrants shall bear the following legend:

         NEITHER THE WARRANTS  EVIDENCED  HEREBY NOR THE COMMON SHARES  ISSUABLE
         UPON  EXERCISE OF THESE  WARRANTS HAVE BEEN  REGISTERED  UNDER THE U.S.
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
         SECURITIES  LAWS,  AND MAY NOT BE  OFFERED  OR SOLD  WITHIN  THE UNITED
         STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.  PERSONS EXCEPT AS
         SET FORTH IN THE FOLLOWING SENTENCE.  BY ACQUISITION HEREOF, THE HOLDER
         (1) REPRESENTS  THAT (A) IT IS AN "ACCREDITED  INVESTOR" (AS DEFINED IN
         RULE 501(a) UNDER THE SECURITIES ACT)  ("ACCREDITED  INVESTOR") AND (B)
         IT IS NOT A U.S. PERSON AND IS ACQUIRING THE WARRANTS  EVIDENCED HEREBY
         IN AN  OFFSHORE  TRANSACTION;  (2)  AGREES  THAT IT WILL NOT  RESELL OR
         OTHERWISE  TRANSFER THE WARRANTS  EVIDENCED HEREBY OR THE COMMON SHARES
         ISSUABLE UPON  CONVERSION OF SUCH WARRANTS EXCEPT (A) TO THE COMPANY OR
         ANY  SUBSIDIARY  THEREOF,  (B) TO A  QUALIFIED  INSTITUTIONAL  BUYER IN
         COMPLIANCE  WITH  RULE  144A  UNDER  THE  SECURITIES  ACT,  (C)  TO  AN
         ACCREDITED  INVESTOR  THAT,  PRIOR TO SUCH  TRANSFER,  FURNISHES TO THE
         COMPANY,  A  SIGNED  LETTER  CONTAINING  CERTAIN   REPRESENTATIONS  AND
         AGREEMENTS  RELATING TO THE  RESTRICTIONS  ON TRANSFER OF THE  WARRANTS
         EVIDENCED  HEREBY (THE FORM OF WHICH  LETTER CAN BE  OBTAINED  FROM THE
         COMPANY),  (D) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 903 OR
         RULE 904 OF REGULATION S UNDER THE SECURITIES  ACT, (E) PURSUANT TO THE
         EXEMPTION FROM  REGISTRATION  PROVIDED BY RULE 144 UNDER THE SECURITIES
         ACT (IF  AVAILABLE) OR (F) PURSUANT TO A REGISTRATION  STATEMENT  WHICH
         HAS BEEN DECLARED  EFFECTIVE  UNDER THE SECURITIES  ACT; AND (3) AGREES
         THAT IT WILL  DELIVER  TO EACH  PERSON TO WHOM THE  WARRANTS  EVIDENCED
         HEREBY ARE  TRANSFERRED  A NOTICE  SUBSTANTIALLY  TO THE EFFECT OF THIS
         LEGEND.  IN  CONNECTION  WITH ANY  TRANSFER OF THE  WARRANTS  EVIDENCED
         HEREBY,  THE  HOLDER  MUST CHECK THE  APPROPRIATE  BOX SET FORTH ON THE
         ASSIGNMENT FORM RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS
         CERTIFICATE  TO THE COMPANY.  IF THE  PROPOSED  TRANSFER IS PURSUANT TO
         CLAUSE (C), (D) OR (E) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER,

                                       55
<PAGE>

         FURNISH TO THE COMPANY,  SUCH  CERTIFICATIONS,  LEGAL OPINIONS OR OTHER
         INFORMATION AS THE COMPANY MAY REASONABLY  REQUIRE TO CONFIRM THAT SUCH
         TRANSFER  IS  BEING  MADE  PURSUANT  TO  AN  EXEMPTION  FROM,  OR  IN A
         TRANSACTION  NOT  SUBJECT  TO,  THE  REGISTRATION  REQUIREMENTS  OF THE
         SECURITIES  ACT.  AS USED  HEREIN,  THE TERMS  "OFFSHORE  TRANSACTION,"
         "UNITED  STATES" AND "U.S.  PERSON" HAVE THE MEANINGS  GIVEN TO THEM BY
         REGULATION S UNDER THE SECURITIES ACT.

                  (b)  Conditions  to Transfer.  In the event Holder  desires to
transfer these Warrants or (in the absence of registration  under the Securities
Act) any of the Warrant  Shares  issued,  the Holder must give the Company prior
written notice of such proposed  transfer  including the name and address of the
proposed  transferee and shall check the  appropriate box on the Assignment Form
relating  to the  manner of such  transfer.  Such  transfer  may be made only in
accordance with Section 7(a) and the terms on the Assignment Form including,  if
necessary,  receipt by the Company of an opinion of Holder's counsel  acceptable
to the Company,  to the effect that the proposed  transfer  will not violate the
provisions  of the  Securities  Act, the  Securities  Exchange  Act of 1934,  as
amended,  or the  rules  and  regulations  promulgated  under  either  such  act
(collectively,  the "Securities Laws"). Prior to any such proposed transfer, and
as a condition  thereto,  if such  transfer is not made pursuant to an effective
registration  statement  under the Securities Act, the Holder will, if requested
by  the  Company,  deliver  to  the  Company  any  representation  or  agreement
reasonably requested to determine compliance with the Securities Laws.

                  (c)  Indemnity.   The  Holder  acknowledges  that  the  Holder
understands the meaning and legal consequences of this Section 7, and the Holder
hereby shall indemnify and hold harmless the Company,  its  representatives  and
each officer,  director and control  person thereof from and against any and all
loss,  damage or liability  (including all attorneys' fees and costs incurred in
enforcing this indemnity  provision) due to or arising out of (i) the inaccuracy
of any  representation or the breach of any warranty of the Holder contained in,
or any other breach of, these Warrants, (ii) any transfer of the Warrants or any
of the  Warrant  Shares in  violation  of the  Securities  Act,  the  Securities
Exchange Act of 1934, as amended, or the rules and regulations promulgated under
either of such acts,  (iii) any  transfer of the  Warrants or any of the Warrant
Shares not in  accordance  with these  Warrants or (iv) any untrue  statement or
omission  to  state  any  material  fact  in  connection   with  the  investment
representations or with respect to the facts and representations supplied by the
Holder or its  agents to the  Company  or its  counsel  in  connection  with any
transfer or proposed transfer of the Warrants or any Warrant Shares.

                  (d)  Transfer.  Except as  provided  in this  Section 7, these
Warrants and the Warrant Shares issued may be transferred by the Holder in whole
or in part at any time or from time to time after 90 days  following  the latest
date of original  issuance of the Warrants.  Upon surrender of these Warrants to
the  Company  or at the office of its stock  transfer  agent,  if any,  with the
Assignment Form annexed hereto duly executed and funds sufficient to pay any

                                       56
<PAGE>

transfer tax, and upon  compliance  with the foregoing  provisions,  the Company
shall,  without  charge,  execute and  deliver  new  Warrants in the name of the
assignee or assignees named in such Assignment Form (and if the entire amount of
the Warrants is not being  transferred,  in the name of the  Holder),  and these
Warrants  shall  promptly  be  cancelled.  Any  assignment,   transfer,  pledge,
hypothecation or other disposition of these Warrants  attempted  contrary to the
provisions  of these  Warrants,  or any levy of  execution,  attachment or other
process attempted upon the Warrants, shall be null and void and without effect.

         8. Loss, etc. of Warrants. Upon receipt of evidence satisfactory to the
Company of the loss, theft,  destruction or mutilation of these Warrants, and of
indemnity reasonably  satisfactory to the Company, if lost, stolen or destroyed,
and upon surrender and cancellation of these Warrants, if mutilated, the Company
shall  execute  and deliver to the Holder new  Warrants of like date,  tenor and
denomination.

         9. Warrant Holder Not Shareholder. Except as otherwise provided herein,
these  Warrants do not confer upon the Holder any right to vote or to consent to
or receive  notice as a shareholder  of the Company,  as such, in respect of any
matters  whatsoever,  or any other rights or liabilities as a shareholder of the
Company, either at law or in equity, and the rights of the Holder are limited to
those expressed in the Warrants.

         10. Communication.  No notice or other communication under the Warrants
shall be  effective  unless the same is in  writing  and is either (i) mailed by
first-class  mail,  postage  prepaid,  in which event the notice shall be deemed
effective  three  days  after  deposit  in  the  mails,  or  (ii)  delivered  by
established  delivery  service  which  guarantees  three  business  days or less
delivery,  in  which  event  the  notice  is  deemed  effective  on the  date of
guaranteed  delivery.  Regardless  of the  method  of  delivery,  the  notice or
communication shall be addressed to:

                  (a)  the  Company   at  2251-A   Ward  Avenue,   Simi  Valley,
California  93065,  Attention:  Chief Executive Officer or such other address as
the Company has designated in writing to the Holder, or

                  (b)  the  Holder  at the  address  indicated  in  the  opening
paragraph  hereof, or such other address as the Holder has designated in writing
to the Company.

         11.  Headings.  The  headings of the Warrants  have been  inserted as a
matter of convenience and shall not affect the construction hereof.

         12.      Applicable  Law.   The   Warrants  shall  be governed  by  and
construed in accordance  with the law of the State of Utah without giving effect
to the principles of conflicts of law thereof.

         13.      Warrant  Register.  The Company will  register the Warrants in
the  Warrant  Register  in the  name of the  record  holder  to whom it has been
distributed  or assigned in accordance  with the terms  hereof.  The Company may

                                       57
<PAGE>

deem and treat the  registered  Holder of these  Warrants as the absolute  owner
hereof  (notwithstanding  any notation of ownership or other writing hereon made
by anyone) for the purpose of any  exercise  hereof or any  distribution  to the
Holder and for all other purposes,  and the Company shall not be affected by any
notice to the contrary.

         14.      Successors.  All of  the provisions  of the Warrants by or for
the benefit of the Company or the Holder  shall bind and inure to the benefit of
their respective successors and assigns.

         IN WITNESS  WHEREOF,  Fields  Aircraft  Spares, Inc.  has  caused  this
Warrant  Certificate  to be signed by its  President  this 20th day of February,
1998.


                          FIELDS AIRCRAFT SPARES, INC.


                      By: ________________________________
                                 Alan M. Fields
                                    President

                                       58
<PAGE>

                                  EXERCISE FORM

                          To be executed by the Holder
                          in Order to Exercise Warrants


         The undersigned Holder hereby irrevocably elects to exercise __________
Warrants represented by this Warrant Certificate, and to purchase the securities
issuable upon the exercise of such Warrants,  and requests that certificates for
such securities shall be issued in the Holder's name and be delivered to

                      -------------------------------------
                      -------------------------------------
                      -------------------------------------
                      -------------------------------------
                         [please print or type address]

and if such number of Warrants  shall not be all the Warrants  evidenced by this
Warrant  Certificate,  that a new  Warrant  Certificate  for the balance of such
Warrants  be  registered  in the name of,  and  delivered  to, the Holder at the
address stated above.

         The  undersigned  certifies that it is not a U.S.  person as defined in
Regulation S of the Securities Act and that the Warrants are not being exercised
on behalf of a U.S.
person.

         The undersigned  acknowledges  that, if this Exercise Form is submitted
prior to the Company having given notice that the issuance of the Warrant Shares
has been  registered  under the  Securities  Act, the Warrant  Shares  issued on
exercise will be "restricted  securities" and will bear appropriate  restrictive
legends.

Dated: _________________________            ____________________________________
                                                      Signature of Holder


                                            ------------------------------------


                                            ------------------------------------
                                                       Signature Guaranteed

                                            ------------------------------------

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<PAGE>

                                   ASSIGNMENT


                  For value received hereby  sell(s),  assign(s) and transfer(s)
unto   _________________________   (please  insert  social   security  or  other
identifying  number of assignee)  ____________________  Warrants to purchase one
Common  Share per  Warrant,  and hereby  irrevocably  constitutes  and  appoints
_________________________   attorney  to  transfer   _____________  Warrants  to
purchase one Common Share per  Warrant,  on the books of the Company,  with full
power of substitution in the premises.

                  In   connection   with  any   transfer  of  the  Warrants  the
undersigned confirms that such Warrant is being transferred:

         [ ]      To Fields Aircraft Spares, Inc. or a subsidiary thereof; or

         [ ]      Pursuant to and in compliance with Rule 144A under the
                  Securities Act of 1933, as amended; or

         [ ]      To an accredited investor pursuant to and in compliance with
                  the Securities Act of 1933, as amended; or

         [ ]      Pursuant to and in compliance with Regulation S under the
                  Securities Act of 1933, as amended; or

         [ ]      Pursuant to and in compliance with Rule 144 under the
                  Securities Act of 1933, as amended.

                  Unless one of the boxes  above is checked,  the  Company  will
refuse to register  any of the within  Warrants in the name of any person  other
than the registered  holder  thereof (or hereof);  provided,  however,  that the
Company may, in its sole  discretion,  register the transfer of such Warrants if
it has received such certifications,  legal opinions and/or other information as
the Company has reasonably requested to confirm that such transfer is being made
pursuant  to an  exemption  from,  or  in a  transaction  not  subject  to,  the
registration requirements of the Securities Act of 1933, as amended.

                  In addition,  if the transferee is an accredited investor or a
purchaser  who is not a U.S.  person,  the holder must  furnish to the  transfer
agent (i) in the case of an  accredited  investor,  a signed  letter  containing
certain  representations and agreements relating to the restrictions on transfer
of the security  evidenced hereby in substantially  the form of Exhibit A to the
Warrants,   and  (ii)  such  other  certifications,   legal  opinions  or  other
information as it may reasonably  require to confirm that such transfer is being
made  pursuant to an exemption  from,  or in a  transaction  not subject to, the
registration requirements of the Securities Act of 1933, as amended.

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<PAGE>


Dated: ______________________

-----------------------------

-----------------------------
Signature(s)

Signature(s)  must be guaranteed by an eligible  Guarantor  Institution  (banks,
stock brokers,  savings and loan associations and credit unions) with membership
in an approved signature  guarantee medallion program pursuant to Securities and
Exchange Commission Rule 17Ad-15.



-----------------------------
Signature Guarantee


         NOTICE:  The signature on the conversion  notice or the assignment must
         correspond  with the name as written  upon the face of the  Warrants in
         every  particular  without  alteration  or  enlargement  or any  change
         whatever.

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<PAGE>

             EXHIBIT A - FORM OF TRANSFEREE CERTIFICATE FOR WARRANTS
                      TO BE ISSUED TO ACCREDITED INVESTORS


Fields Aircraft Spares, Inc.
2251-A Ward Avenue
Simi Valley, California 93065

Attention:  Chief Executive Officer

                  Re:      Fields Aircraft Spares, Inc.
                           Warrants to Purchase
                           Common Shares (the "Warrants")

                  Reference is hereby made to the Warrant  Certificate  dated as
of February 20, 1998 (the "Warrant Certificate") of Fields Aircraft Spares, Inc.
(the  "Company").  Capitalized  terms used but not defined herein shall have the
meanings given to them in the Warrant Certificate.

                  The  undersigned is delivering  this letter in connection with
the transfer of Warrants to the undersigned.

                  The undersigned hereby confirms that:

                  (i) the  undersigned  is an "accredited  investor"  within the
meaning  of Rule  501(a)  under the  Securities  Act of 1933,  as  amended  (the
"Securities Act"), or an entity in which all of the equity owners are accredited
investors  within  the  meaning  of Rule  501(a)  under the  Securities  Act (an
"Accredited Investor");

                  (ii) (A) any purchase of Warrants by the  undersigned  will be
for the  undersigned's  own  account  or for the  account  of one or more  other
Accredited Investors or as fiduciary for the account of one or more trusts, each
of which is an "accredited  investor" within the meaning of Rule 501(a)(7) under
the Securities Act and for each of which we exercise sole investment  discretion
or (B) we are a "bank," within the meaning of Section  3(a)(2) of the Securities
Act, or a "savings  and loan  association"  or other  institution  described  in
Section 3(a)(5)(A) of the Securities Act that is acquiring Warrants as fiduciary
for  the  account  of one or  more  institutions  for  which  we  exercise  sole
investment discretion;

                  (iii) the  undersigned  has such  knowledge and  experience in
financial and business matters that the undersigned is capable of evaluating the
merits and risks of purchasing Warrants;

                  (iv) the undersigned is not acquiring  Warrants with a view to
distribution  thereof  or with any  present  intention  of  offering  or selling
Warrants or the Common Stock issuable upon exercise thereof, except as permitted
below; provided that the disposition of the undersigned's  property and property
of any accounts for which the undersigned is acting as fiduciary shall remain at
all times within the undersigned's control; and

                                       62
<PAGE>

                  (v) the  undersigned  acknowledges  that it has had  access to
such  financial and other  information  as the  undersigned  deems  necessary in
connection with the undersigned's decision to purchase Warrants.

                  The undersigned understands that the Warrants have been issued
in a  transaction  not involving  any public  offering  within the United States
within the meaning of the Securities Act and that the Warrants and the shares of
Common Stock issuable upon exercise  thereof  (collectively,  the  "Securities")
have not been  registered  under  the  Securities  Act or any  applicable  state
securities laws, and the undersigned agrees, on the undersigned's own behalf and
on behalf of each account for which the  undersigned  acquires  any  Securities,
that if in the future the  undersigned  decides to resell or otherwise  transfer
such Securities, such Securities may be resold or otherwise transferred only (a)
to the Company or any  subsidiary  thereof,  (b) to a person who is a "qualified
institutional  buyer" (as  defined in Rule 144A under the  Securities  Act) in a
transaction meeting the requirements of Rule 144A, (c) to an Accredited Investor
that,  prior  to  such  transfer,  furnishes  to the  transfer  agent  for  such
Securities a signed letter  containing  certain  representations  and agreements
relating to the  restrictions  on transfer of such Securities (the form of which
letter can be obtained  from such  Company),  (d) outside the United States in a
transaction  meeting the  requirements of Regulation S under the Securities Act,
(e) pursuant to the exemption from  registration  provided by Rule 144 under the
Securities Act (if applicable) or (f) pursuant to a registration  statement that
has been declared  effective under the Securities  Act. The  undersigned  agrees
that any such transfer of Securities  referred to in this paragraph  shall be in
accordance with applicable  securities laws of any State of the United States or
any other  applicable  jurisdiction and in accordance with the legends set forth
on the  Securities.  The  undersigned  further  agrees  to  provide  any  person
purchasing any of the  Securities  from the  undersigned a notice  advising such
purchaser that resales of such  Securities are restricted as stated herein.  The
undersigned  understands  that the  Company  will not be  required to accept for
registration  or transfer any Securities,  except upon  presentation of evidence
satisfactory  to the Company that the  foregoing  restrictions  on transfer have
been complied with. The undersigned further understands that any Securities will
bear a legend (unless the sale of the Securities has been  registered  under the
Securities Act) reflecting the substance of this paragraph.

                  The undersigned  acknowledges that the Transferor,  others and
you  will  rely  upon  the  undersigned's   confirmation,   acknowledgments  and
agreements set forth herein,  and the undersigned  agrees to notify you promptly
in writing if any of the  undersigned's  representations  or  warranties  herein
ceases to be accurate and complete.


Dated:  __________, ____


                                        -------------------------------------
                                               (Name of Transferor)


                                       By:_________________________________
                                         Name:
                                         Title:
                                         Address:

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