0001104659-06-042477 Sample Contracts

American Utilicraft Corporation Private Placement Loan December 2004 Memorandum of Understanding
Utilicraft Aerospace Industries, Inc. • June 19th, 2006 • Aircraft

THIS MEMORANDUM OF UNDERSTANDING (“MOU”) IS ENTERED INTO ON THIS DATE DECEMBER 16, 2004, FOR THE PURPOSE OF DEFINING AND FORMALIZING THE BUSINESS RELATIONSHIP OF AMERICAN UTILICRAFT CORPORATION (“AUC”) AND JOHN SCOTT (“THE INVESTOR”) WITH RESPECT TO THE DEVELOPMENT BY AUC OF A FREIGHT FEEDER AIRCRAFT DESIGNATED THE FF-1080.

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American Utilicraft Corporation Private Placement Loan December 2004 Memorandum of Understanding
Utilicraft Aerospace Industries, Inc. • June 19th, 2006 • Aircraft

THIS MEMORANDUM OF UNDERSTANDING (“MOU”) IS ENTERED INTO ON THIS DATE DECEMBER 14, 2004, FOR THE PURPOSE OF DEFINING AND FORMALIZING THE BUSINESS RELATIONSHIP OF AMERICAN UTILICRAFT CORPORATION (“AUC”) AND NATHAN L. GROVES (“THE INVESTOR”) WITH RESPECT TO THE DEVELOPMENT BY AUC OF A FREIGHT FEEDER AIRCRAFT DESIGNATED THE FF-1080.

AMENDED MASTER FINANCING AGREEMENT BETWEEN PACIFICORP FUNDING PARTNERS TRUST AND UTILICRAFT AEROSPACE INDUSTRIES, INC.
Master Financing Agreement • June 19th, 2006 • Utilicraft Aerospace Industries, Inc. • Aircraft • Nevada

This Amended Master Financing Agreement (“Agreement”) is made effective as of this 12th of September 2005, by and between PacifiCorp Funding Partners Trust (“Trust”), a trust formed under the laws of the Republic of Mauritius, and Utilicraft Aerospace Industries, Inc. (“Company), a Nevada corporation. Further consideration for this Agreement has been provided by John J. Dupont and R. Darby Boland, as set out below. Collectively, Trust, Company Dupont and Boland are, where appropriate, referred to as “Parties.” This Agreement supplements and amends that previous agreement dated effective as of May 6, 2005.

Utilicraft Aerospace Industries, Inc. $2,000,000 Private Placement Memorandum of Understanding And Subscription Agreement
Subscription Agreement • June 19th, 2006 • Utilicraft Aerospace Industries, Inc. • Aircraft

THIS MEMORANDUM OF UNDERSTANDING (“MOU”) AND SUBSCRIPTION AGREEMENT IS ENTERED INTO ON THIS DATE JANUARY 19, 2005 FOR THE PURPOSE OF DEFINING AND FORMALIZING THE BUSINESS RELATIONSHIP OF UTILICRAFT AEROSPACE INDUSTRIES, INC. (“UTILICRAFT”) AND 1080 INVESTMENT GROUP, INC. (“THE INVESTOR”) WITH RESPECT TO THE DEVELOPMENT BY UTILICRAFT OF A FREIGHT FEEDER AIRCRAFT DESIGNATED THE FF-1080.

American Utilicraft Corporation Private Placement Loan December 2004 Memorandum of Understanding
Utilicraft Aerospace Industries, Inc. • June 19th, 2006 • Aircraft

THIS MEMORANDUM OF UNDERSTANDING (“MOU”) IS ENTERED INTO ON THIS DATE DECEMBER 14, 2004, FOR THE PURPOSE OF DEFINING AND FORMALIZING THE BUSINESS RELATIONSHIP OF AMERICAN UTILICRAFT CORPORATION (“AUC”) AND JAMES P. McGOWEN (“THE INVESTOR”) WITH RESPECT TO THE DEVELOPMENT BY AUC OF A FREIGHT FEEDER AIRCRAFT DESIGNATED THE FF-1080.

American Utilicraft Corporation Private Placement Loan December 2004 Memorandum of Understanding
Utilicraft Aerospace Industries, Inc. • June 19th, 2006 • Aircraft

THIS MEMORANDUM OF UNDERSTANDING (“MOU”) IS ENTERED INTO ON THIS DATE DECEMBER 15, 2004, FOR THE PURPOSE OF DEFINING AND FORMALIZING THE BUSINESS RELATIONSHIP OF AMERICAN UTILICRAFT CORPORATION (“AUC”) AND MARION NICASTRO (“THE INVESTOR”) WITH RESPECT TO THE DEVELOPMENT BY AUC OF A FREIGHT FEEDER AIRCRAFT DESIGNATED THE FF-1080.

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