SEVENTH AMENDMENT TO CREDIT AGREEMENT


                  This SEVENTH  AMENDMENT TO CREDIT  AGREEMENT is made as of the
1st day of March,  1997 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, by the Second  Amendment
to Credit  Agreement  dated  February  29, 1996,  by the Third  Amendment to the
Credit  Agreement  dated  June 30,  1996,  by the  Fourth  Amendment  to  Credit
Agreement  dated August 16,  1996,  by the Fifth  Amendment to Credit  Amendment
dated  January  1, 1997 and by the Sixth  Amendment  to Credit  Agreement  dated
February 1, 1997 (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 "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 Seventh  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 "Borrowing Base" is hereby
         amended  as  follows:  "Borrowing  Base" means, at any time and subject
         to  change  from  time  to  time  in the  Lender's sole discretion, the
         lesser of:

                           (i) $6,081,000 provided,  however, that the Borrowing
                  Base (a) shall be  decreased  by  $25,000  on each of March 1,
                  April 1 and May 1, 1997, and (b) shall further be decreased by
                  $100,000 on the first day of June, 1997 and on the same day of
                  each successive month thereafter;

                  or

                  (c)      the sum of:

                           (i) the lesser of (A) 75% of Eligible Accounts or (B)
                  $6,081,000,  provided,  however,  that such maximum  amount of
                  Eligible  Accounts  (1) shall be reduced by $25,000 on each of
                  March 1,  April 1, and May 1, 1997,  and (2) shall  further be
                  reduced by $100,000 on the first day of June,  1997 and on the
                  same day of each successive month thereafter; plus

                           (ii) the lesser of (A) 50% of Eligible  Inventory  or
                  (B) $5,600,000; provided, however, that such maximum amount of
                  Eligible  Inventory  shall be reduced by $100,000 on the first
                  day of  March,  1997 and on the  same  day of each  successive
                  month thereafter, plus

                           (iii)    $250,000.

                  (d) The  definition  of the term  "Floating  Rate"  is  hereby
         amended  to mean an annual  rate equal to the sum of the Base Rate plus
         eight  percent (8%),  which  Floating Rate shall change when and as the
         Base Rate changes.

                  (e)  Section 2.12 "Fees" is hereby amended so that subsections
         (e) and (f) read  as follows:

                           (e)    Commencing March 25, 1997, the Borrower agrees
                  to  pay  the  Lender  monthly  in  advance  an   accommodation
                  fee of $7,500.

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                           (f) Commencing  March 1, 1997, the Borrower agrees to
                  pay to Lender a daily  overadvance  fee in the  amount of $100
                  for  each  day  when  the  outstanding   Advances  exceed  the
                  Borrowing Base; provided,  however, that from the first day of
                  any month during which any Default or Event of Default  occurs
                  or exists,  such daily overadvance fee shall, at the option of
                  the Lender, be $200.

2. No Other Amendments.  Except as explicitly amended by this Seventh 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  Seventh  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 Corporate  Guarantors
         and the Acknowledgment  and Agreement of Validity  Guarantors set forth
         at the end of this  Seventh  Amendment,  duly  executed  by each of the
         Corporate Guarantors and Individual Validity Guarantors, respectively.

                  (b)      Payment of the  fees and expenses required to be paid
         by the Borrower under Paragraph 8 hereof.

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

         4.       Representations and Warranties.

         The Borrower hereby represents and warrants to the Lender as follows:

                  (a) The  Borrower  has all  requisite  power and  authority to
         execute this Seventh  Amendment  and to perform all of its  obligations
         hereunder,  and under the Credit Agreement as amended hereby,  and this
         Seventh  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  Seventh  Amendment  has been  duly  authorized  by all  necessary
         corporate action and does 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


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         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 as amended by this Seventh Amendment,
         are correct on and as of the date hereof and on the Effective  Date, as
         though  made on and as of such  date,  except to the  extent  that such
         representations and warranties relate solely to an earlier date.

                  (d)  The  Articles  of  Incorporation  and the  Bylaws  of the
         Borrower which were  certified and delivered to the Lender  pursuant to
         the  Certificate  of  Secretary  of  Borrower  dated  February  9, 1995
         continue in full force and effect and have not been altered, amended or
         revised.

         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 Borrower  acknowledges and agrees that the execution
of this Seventh  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 Seventh 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  Seventh  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
Seventh  Amendment and the  documents and  instruments  incidental  hereto.  The


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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  Seventh  Amendment,  the  Acknowledgement  and
Agreement  of  Corporate  Guarantors  and the  Acknowledgment  and  Agreement of
Validity 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.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Seventh  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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