EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT  AGREEMENT  ("Agreement") is entered into and effective
as of January 1, 1998,  by and between  FIELDS  AIRCRAFT  SPARES,  INC.,  a Utah
corporation ("Fields"),  FIELDS AERO MANAGEMENT,  INC., a California corporation
("FAM")  and FIELDS  AIRCRAFT  SPARES  INCORPORATED,  a  California  corporation
("FASI"),  jointly and severally (Fields, FAM and FASI are hereinafter sometimes
collectively  referred  to  as  the  "Company")  and  ALAN  FIELDS  (hereinafter
"Employee").

                              W I T N E S S E T H:

         In  consideration  of the mutual  covenants and obligations  herein set
forth, the parties hereto agree as follows:

         1. Engagement;  Nature of Duties.  Company hereby engages Employee, for
the  period  hereinafter  set  forth,  to serve as and hold the  office of Chief
Executive Officer of the Company, or another executive office, such as President
or Chairman  of the Board,  and to perform the duties of such office as provided
in the Bylaws of the Company.  Employee  agrees to serve in such capacity and to
do and perform the services,  acts, or things  necessary to carry out the duties
of such office,  and such other duties,  not  inconsistent  with such office and
Employee's  position  as an  executive  officer of the  Company  as Company  and
Employee may mutually agree.  Employee  expressly  acknowledges  and agrees that
such additional  duties may include,  but shall not be limited to, serving as an
officer and/or director of any and all  subsidiaries  of the Company,  expressly
including, but not limited to, Fields Aircraft Spares Incorporated, a California
corporation,  the wholly-owned subsidiary of the Company.  Employee shall report
only to the Board of  Directors  of the  Company.  It is  expressly  agreed  and
acknowledged  that  employment  as the  aforementioned  officer  was a  material
inducement to Employee to enter into this  Agreement,  and  notwithstanding  any
rights the  Company  may have at law or pursuant to the Bylaws of the Company to
remove  Employee  from or fail to  maintain  Employee in such  office,  any such
failure or removal  shall be deemed a material  breach of this  Agreement by the
Company,  unless  Employee shall be appointed to another  reasonably  acceptable
executive position, as described above.

         2. Term. The term of employment pursuant to this Agreement shall be for
a period  commencing  the date hereof  through and including  December 31, 2000,
unless sooner terminated in accordance with the provisions  hereof.  Company and
Employee further agree that, unless either party shall give written notice,  not
less than sixty (60) days prior to the anniversary  date of this  Agreement,  to
the other party of its  intention  not to so extend the term of this  Agreement,
the term of this Agreement shall be extended,  on each  anniversary date hereof,
for an additional  one (1) year period.  For example,  unless either party shall
have given written notice of its intention not to renew not less than sixty (60)
days  prior to January 1, 1999,  the term of this  Agreement  shall,  as of that
date, be automatically extended to December 31, 2001.

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<PAGE>

         3. Performance of Duties. Employee shall devote such time and attention
to  Employee's  duties as may be  reasonably  necessary to perform and carry out
such duties.  Except for such activities and other business  dealings as do not,
in the  reasonable  judgement  of  Employee,  unreasonably  interfere  with  the
performance  of  Employee's  duties  hereunder,  Employee's  services  shall  be
exclusive to the Company  during the term hereof,  and Employee shall not accept
any other  employment  or  position,  of any nature,  without the prior  written
consent of Company.

                  Employee shall perform his duties  hereunder  primarily in the
Los Angeles,  California area, and shall not be required to perform such duties,
on a regular  basis,  at any other  location.  Employee shall not be required to
relocate without his consent.

         4.       Compensation.

                           (a)      Company  shall  pay  to Employee  an  annual
salary in the amount of Two Hundred Forty Thousand Dollars  ($240,000) per year,
payable in periodic  installments in accordance with Company's prevailing policy
for   compensating   personnel,   but  not   less   often   than   semi-monthly.
Notwithstanding  the foregoing,  Employee agrees and acknowledges that this rate
of compensation shall commence as of February 1, 1998.

                           (b)      The Board of Directors  of the Company shall
review the annual  salary of Employee not less often than once each fiscal year.
Company and Employee agree that the foregoing  annual salary shall be increased,
on each anniversary date of this Agreement,  by an amount equal to the increase
in the Consumer Price Index (All Urban  Consumers)  during the prior twelve (12)
months;  provided,  however,  that in no event shall such  increase be less than
five percent (5%). The Board of Directors of the Company may elect,  in its sole
discretion, and based upon a review of the business and financial performance of
the Company,  overall industry  performance,  and other factors, to increase the
annual salary by a greater amount.

                           (c)      In addition to the foregoing salary, and any
and all other compensation,  profit-sharing participation,  benefits, bonuses or
other amounts due to or receivable by Employee pursuant to this Agreement or any
plan or program maintained by the Company, in the event that the Company has net
income, before taxes, for any fiscal year of the Company during the term hereof,
Employee shall receive an annual bonus, as of the end of such fiscal year, equal
to Three and Three Tenths Percent (3.3%) of such net income before taxes, not to
exceed a total of Forty Thousand Dollars ($40,000.00).  Such maximum bonus shall
be increased, on each anniversary date of this Agreement, by an amount equal to
the increase in the Consumer Price Index (All Urban Consumers)  during the prior
twelve (12) months;  provided,  however, that in no event shall such increase be
less than five percent (5%). Such net income before taxes shall be determined by
the independent auditors normally retained by the Company for the preparation of
its financial statements, based upon such financial statements. Such bonus shall
be paid, if due, not later than ninety (90) days following the end of the fiscal
year.

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<PAGE>

                           (d)      In addition to the foregoing  annual  salary
and bonus, the Board of Directors of the Company shall, in its discretion,  have
the  right and  power,  but not the  obligation,  to award  Employee  additional
amounts as a bonus for services performed.  In addition,  Employee shall receive
an additional  amount equal to one (1) week's salary each year at Christmas,  in
accordance with the Company's established practice for all employees.

         5. Expense Reimbursement; Automobile. The services required of Employee
by this  Agreement  shall include the  responsibility  and duty of  entertaining
business  associates  and others  with whom  Company  is,  desires to be, or may
become  engaged in  business  or with whom it seeks,  now or in the  future,  to
develop or expand  business  relationships,  or with whom it is otherwise to the
benefit of the Company to establish or maintain  communications.  It may also be
necessary  for  Employee  to  travel  from time to time on behalf of and for the
benefit of the Company,  or in  furtherance  of the  Company's  business.  It is
Company's  belief that the  performance of the Employee's  duties in such travel
and  entertainment  activities will be productive of the maximum  benefits which
Company expects to derive from Employee's services.  Accordingly,  Company shall
pay, or if Employee shall have paid,  shall  reimburse to Employee,  any and all
expenses  incurred  by him or for his account in the  performance  of his duties
hereunder,  including  all expenses for business,  entertainment,  promotion and
travel by Employee, subject only to Employee providing appropriate documentation
for such  expenses.  It is  expressly  agreed,  in  connection  therewith,  that
Employee  shall  be  provided  or  reimbursed  for  executive-level  travel  and
accommodations.

                  The  services  required of Employee  by this  Agreement  shall
include the  responsibility  and duty of  traveling  to various  locations  on a
regular  basis by  automobile,  and Company  acknowledges  that  Employee  shall
require  the use of a suitable  automobile  for such  purposes.  Company  shall,
therefore,  obtain and provide to Employee a luxury automobile,  such as a Lexus
LS400 or comparable  automobile,  for use by Employee in  performing  his duties
hereunder.  The  Company  shall pay  directly,  or, if paid by  Employee,  shall
promptly  reimburse  Employee  for, all costs of ownership and operation of such
automobile.

         6. Medical and Life Insurance;  Pension  Benefits.  Employee shall have
the right to participate in any and all group, life,  disability income,  health
or accident  insurance programs  applicable to any personnel of Company,  and in
effect at any time during the period of Employee's employment hereunder, subject
only to any eligibility restrictions of such programs.  Employee shall also have
the right to  participate  in any and all employee  retirement  benefits plan or
profit-sharing plan which Company maintains for its personnel,  and in effect at
any time during the period of Employee's employment  hereunder,  subject only to
any  eligibility  restrictions  of such plans. In the event that, as a result of
any  eligibility  restrictions  of any such  plans or  programs,  at  Employee's
option,  provide  Employee  with  equivalent  benefits  to those  which would be
available to Employee under such plan or program, at the Company's sole cost and
expense.

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<PAGE>

         7. Vacation.  During each year of the term,  Employee shall be entitled
to a vacation of not less than four (4) weeks, without deduction of salary. Such
vacation shall be taken at such time or times during the applicable  year as may
be mutually  determined by Employee and Company.  Any additional vacation period
shall be determined by Company consistent with the general customs and practices
of the Company  applicable  to its  personnel.  In the event that, in any fiscal
year,  Employee  utilizes less than four (4) weeks of vacation,  any accrued and
unused  vacation shall carry over to the following  year, and may be used during
such year; provided, however, that Employee shall not be permitted to carry over
more than four (4) weeks of vacation to any year,  and any vacation  accrued and
unused  in  excess  of four (4)  weeks at the end of any  fiscal  year  shall be
forfeited. Upon the expiration or termination of this Agreement, for any reason,
Employee shall be compensated for all accrued and unused vacation.

         8.  Termination.  This  Agreement may be terminated by Company only for
cause. As used herein, "cause" shall mean:

                           (a) Employee's  willful breach  of Employee's  duties
hereunder,  which  breach  remains  uncured for thirty  (30) days after  written
notice of such breach to Employee; or

                           (b) Employee's conviction of a felony involving moral
turpitude.

                  In addition, this Agreement shall automatically terminate upon
Employee's death or permanent disability. As used herein, "permanent disability"
shall mean Employee's complete inability to perform Employee's duties hereunder,
as determined by Employee's  physician,  which inability continues for more than
Ninety (90) consecutive  days, or for more than One Hundred Twenty (120) days in
any one fiscal year.

                  In the event that this  Agreement is terminated by the Company
for any reason  other  than for cause as defined  above,  the  Company  shall be
obligated to pay Employee an amount equal to the greater of (i) two (2) years of
annual salary at Employee's  then-current  rate of compensation,  or (ii) annual
salary  at  Employee's  then-current  rate for the then  remaining  term of this
Agreement, as severance.  In connection therewith,  the Company expressly agrees
and  acknowledges  that  Employee  shall have no duty or  obligation  to seek or
accept other employment, or otherwise mitigate Employee's damages resulting from
such termination. The Company further agrees and acknowledges that, in the event
Employee does obtain other  employment  following the Company's  termination  of
this Agreement, the Company shall not be entitled to any set off or reduction in
the amounts payable to Employee  hereunder as a result of any compensation  paid
to Employee with respect to such new employment.

                  In the event of any  termination  of this Agreement due to the
death of Employee, the Company shall pay to Employee's estate an amount equal to
one (1) year of annual salary at Employee's  then-current  rate of compensation,
as a death benefit. In the event of any termination of this Agreement due to the

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<PAGE>

permanent  disability  of Employee,  the Company shall pay to Employee an amount
equal  to one (1) year of  annual  salary  at  Employee's  then-current  rate of
compensation,  less the amount of any disability  income benefits  actually paid
during such year pursuant to any Company-maintained disability income policy.

         9.  Indemnification.  The  Company  shall  indemnify,  defend  and hold
Employee  harmless  from  and  against  any  and  all  claims,  demands,  suits,
obligations,  liabilities,  actions, losses, costs, expenses, fines or penalties
which may now or  hereafter  be  pending,  threatened  or  commenced  against or
incurred  by  Employee  relating  to or in any  way  resulting  from  Employee's
performance of his duties hereunder, or any action or failure to act of Employee
in connection with such duties.  Employee's rights under this Section 9 shall be
in addition to, and not in lieu of, any and all other  rights of Employee  under
applicable law or any agreement with the Company regarding indemnification.

         10. Notices.  Any and all notices which are required or permitted to be
given by any party to any the other party  hereunder  shall be given in writing,
sent by  registered  or certified  mail,  electronic  communications  (including
telegram or facsimile)  followed by a confirmation  letter sent by registered or
certified mail, postage prepaid,  return receipt requested, or delivered by hand
or messenger service, with the charges therefor prepaid, addressed to such party
as follows:

                  (a)      Notices to the Employee:

                           Alan Fields
                           690 Los Angeles Ave, #310
                           Simi Valley, CA 93065


                  (b)      Notices to the Company:

                           Fields Aircraft Spares, Inc.
                           2251-A Ward Avenue
                           Simi Valley, CA 93005
                           Attn: Lawrence Troyna

or to such other  address as the parties  shall from time to time give notice of
in accordance  with this Section.  Notices sent in accordance  with this Section
shall be deemed  effective on the date of dispatch,  and an affidavit of mailing
or dispatch,  executed  under  penalty of perjury,  shall be deemed  presumptive
evidence of the date of dispatch.

         11. Entire Agreement and Modifications.  This Agreement,  including the
exhibits hereto and the agreements expressly referred to herein, constitutes the
entire understanding between the parties pertaining to the subject matter hereof
and  supersedes  all  prior   agreements,   understandings,   negotiations   and
discussions, whether oral or written.

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<PAGE>

There  are no  warranties,  representations  or  other  agreements  between  the
parties,  in connection  with the subject matter hereof,  except as specifically
set forth herein.  No  supplement,  modification,  waiver or termination of this
Agreement  shall be binding  unless  made in writing  and  executed by the party
thereto to be bound.

         12. Waivers.  No term,  condition or provision of this Agreement may be
waived  except by an express  written  instrument  to such effect  signed by the
party to whom the benefit of such term,  condition  or provision  runs.  No such
waiver of any term,  condition or provision of this Agreement  shall be deemed a
waiver of any other term, condition or provision, irrespective of similarity, or
shall constitute a continuing  waiver of the same term,  condition or provision,
unless  otherwise  expressly  provided.  No  failure or delay on the part of any
party in exercising any right,  power or privilege under any term,  condition or
provision  of this  Agreement  shall  operate as a waiver  thereof,  nor shall a
single or partial exercise thereof preclude any other or further exercise of any
other right, power or privilege.

         13.   Survival  of  Agreement   Provisions.   All  terms,   conditions,
provisions,  covenants,  agreements,  representations and warranties made herein
shall  survive  the  performance  by the  parties  hereto  of their  obligations
hereunder, and the termination or expiration of this Agreement.

         14. Severability. In the event any one or more of the terms, conditions
or provisions  contained in this  Agreement  should be found in a final award or
judgement  rendered  by any  court or  arbitrator  or panel  of  arbitrators  of
competent  jurisdiction to be invalid,  illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining terms, conditions and
provisions  contained  herein  shall  not in any  way be  affected  or  impaired
thereby,  and this Agreement shall be interpreted and construed as if such term,
condition  or  provision,  to the extent the same shall have been held  invalid,
illegal, or unenforceable,  had never been contained herein,  provided that such
interpretation  and construction is consistent with the intent of the parties as
expressed in this Agreement.

         15.  Headings.  The headings of the Articles and Sections  contained in
this Agreement are included herein for reference  purposes only,  solely for the
convenience of the parties hereto,  and shall not in any way be deemed to affect
the meaning,  interpretation  or  applicability  of this  Agreement or any term,
condition or provision hereof.

         16.  Applicable  Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of California, notwithstanding the fact
that one or more  counterparts  hereof may be executed  outside of the state, or
one or more of the  obligations  of the parties  hereunder  are to be  performed
outside of the state.

         17.  Attorneys'  Fees.  In the event  that any party to this  Agreement
shall commence any suit, action, arbitration or other proceeding to interpret

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<PAGE>

this Agreement,  or determine or enforce any right or obligation created hereby,
including but not limited to any action for  rescission of this Agreement or for
a  determination  that this  Agreement  is void or  ineffective  ab initio,  the
prevailing  party in such action shall  recover such party's  costs and expenses
incurred in connection therewith, including attorney's fees and costs of appeal,
if any. Any court,  arbitrator or panel of  arbitrators  shall,  in entering any
judgement  or making any award in any such suit,  action,  arbitration  or other
proceeding,  in addition to any and all other relief awarded to such  prevailing
party,  include in such  judgement or award such  party's  costs and expenses as
provided in this Section 17.

         18. Execution and  Counterparts.  This Agreement may be executed in any
number of  counterparts,  each of which when so executed and delivered  shall be
deemed an original,  and such  counterparts  together shall  constitute only one
instrument.  Any or all of such  counterparts  may be executed within or outside
the state of California.  Any one of such  counterparts  shall be sufficient for
the purpose of proving the existence and terms of this  Agreement,  and no party
shall be required to produce an original or all of such  counterparts  in making
such proof.

         19.  Covenant  of Further  Assurances.  All  parties to this  Agreement
shall,  upon  request,  perform any and all acts and execute and deliver any and
all  certificates,  instruments  and other  documents  that may be  necessary or
appropriate to carry out any of the terms,  conditions and provisions  hereof or
to carry out the intent of this Agreement.

         20.  Remedies  Cumulative.  Each  and  all of the  several  rights  and
remedies  provided for in this Agreement shall be construed as being  cumulative
and no one of them shall be deemed to be exclusive of the others or of any right
or remedy  allowed by law or equity,  and pursuit of any one remedy shall not be
deemed to be an election of such remedy, or a waiver of any other remedy.

         21. Binding  Effect.  Subject to the  restrictions in Section 27 hereof
respecting  assignments,  this  Agreement  shall  inure to the benefit of and be
binding  upon  all  of  the  parties  hereto  and  their  respective  executors,
administrators, successors and permitted assigns.

         22. Compliance with Laws.  Nothing contained in this Agreement shall be
construed  to require the  commission  of any act  contrary to law, and whenever
there is a conflict  between any term,  condition or provision of this Agreement
and any present or future  statute,  law,  ordinance or  regulation  contrary to
which the parties have no legal right to contract, the latter shall prevail, but
in such event the term,  condition or provision of this Agreement affected shall
be  curtailed  and limited  only to the extent  necessary to bring it within the
requirement of the law,  provided that such  construction is consistent with the
intent of the parties as expressed in this Agreement.

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<PAGE>

         23.  Gender.  As used in this  Agreement,  the  masculine,  feminine or
neuter gender, and the singular or plural number, shall be deemed to include the
others whenever the context so indicates.

         24. No Third Party Benefit.  Nothing  contained in this Agreement shall
be deemed to confer  any right or  benefit  on any  person who is not a party to
this Agreement.

         25.  Construction;   Representation  by  Counsel.  The  parties  hereby
represent that they have each been advised by  independent  counsel with respect
to their rights and obligations hereunder. This Agreement shall be construed and
interpreted in accordance with the plain meaning of its language, and not for or
against  either  party,  and as a  whole,  giving  effect  to all of the  terms,
conditions and provisions hereof.

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<PAGE>

         26. Assignment.  Neither party may assign this Agreement, or any rights
hereunder, without the prior express consent of the other party.

                  IN  WITNESS  WHEREOF,  the  parties  have duly  executed  this
Agreement as of the day and year first above written.

                                     "Company"

                                     FIELDS AIRCRAFT SPARES, INC.,
                                     a Utah corporation



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


                                     FIELDS AERO MANAGEMENT, INC.,
                                     a California corporation



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


                                     FIELDS AIRCRAFT SPARES INCORPORATED,
                                     a California corporation



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


                                     "Employee"


                                      /s/ Alan Fields
                                      ----------------------
                                       ALAN FIELDS


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