Common use of Date of Conversion Clause in Contracts

Date of Conversion. Conversion Price: --------------------------------------------------------------- Shares To Be Delivered: --------------------------------------------------------- Signature: ---------------------------------------------------------------------- Print Name: --------------------------------------------------------------------- Address: ------------------------------------------------------------------------ -------------------------------------------------------------------------------- SCHEDULE B DISCLOSURE SCHEDULE FOR ADVANCED AERODYNAMICS & STRUCTURES, INC. This Disclosure Schedule of Advanced Aerodynamics & Structures, Inc., a Delaware corporation (the "Company"), is delivered pursuant to Section 2 of that certain Subscription Agreement dated January ___, 2002 (the "Subscription Agreement") among the Company and certain subscribers as set forth in the signature pages of the Subscription Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Subscription Agreement. This Disclosure Schedule is arranged in paragraphs corresponding to the lettered paragraphs contained in Section 2 of the Subscription Agreement; however, any information disclosed herein under any paragraph number shall be deemed to be disclosed and incorporated into any other paragraph number under the Subscription Agreement where such disclosure would be appropriate. The word "None" when used herein denotes that no exception is taken to the particular representation or warranty. Sections 2(b) and (e): The Company has agreed to issue 1,000,000 shares of --------------------- Class A common stock to a public relations firm in exchange for services to help the Company increase its exposure to the public and financial arenas. Further, the Company has entered into a Consulting Agreement with a group of consultants who will assist and consult with the Company regarding investment banking and communications with existing shareholders, brokers, dealers and other investment professionals. In return for their services, the Company has agreed to issue Class A common stock in an amount equal to 12% of the issued and outstanding common stock of the Company. The Company has agreed to issue and deliver such shares to the consultants at the earlier of 75 days following the Company's receipt of an amended Type Certificate from the Federal Aviation Administration for its Jetcruzer 500 or by October 2003. The consultants may, however, accelerate the final issue date one or more times, on not less than 10 days prior notice to the Company, as to some or all of the shares. Certain investors ("Holders") who are holders of convertible notes and Series A Preferred Stock of the Company ("Holders Securities") have entered into a Lockup Agreement for the benefit of certain other investors in the Company ("Investors") who are also holders of convertible notes and Series A Preferred Stock of the Company ("Investors Securities") pursuant to which the Holders have agreed that they may not transfer, or exercise any conversion rights of, any of the Holders Securities until the sooner of (i) the date one or more Holders have purchased for $800,000, from the Investors, Investors Securities and/or, at the election of each Investor, any other notes or preferred stock issued to Investors by the Company having principal or stated value, as the case may be, of $600,000, or (ii) the date that each Investor has exercised conversion rights relating to the Investors Securities and has received the Company's Class A common stock issuable upon exercise of such conversion rights in a certain amount to be determined by multiplying the closing bid price on each conversion date by the number of Class A common stock of the Company received by the Investor on the conversion date, which certain amount may be increased by the Proportionate Share (as defined in the Put Agreement noted below) for which the Company may exercise its Put rights for each Investor. Notwithstanding the above, Holders may convert Holders Securities in an amount equal to the Holder's proportionate share, as defined in the Put Agreement discussed below, as of each conversion date. The Company has entered into a Put Agreement with certain investors who hold convertible notes and preferred stock of the Company pursuant to which the investors have granted to the Company the option of selling to each investor an amount of convertible notes up to an aggregate maximum amount of $5,000,000, subject to reduction in the event of future financings. The Company's right to exercise the put shall expire October 25, 2002. The Put Agreement also places certain restrictions on such investors' ability to sell Class A common stock of the Company received on conversion of the Company securities held by such investors. The Company has issued a put notice dated January 2002 for approximately $1,300,000. The Company intends to enter into a Subscription Agreement pursuant to which certain investors will acquire from $100,000 to $5,000,000 of 8% Convertible Notes convertible into shares of Class A common stock and Class A Common Stock Purchase Warrants, 50% of which are exercisable into shares of Class A common stock at $0.25 per share and 50% of which are exercisable into shares of Class A common stock at $0.30 per share. The Company may in the future issue options to purchase up to 10% of its outstanding common stock to its Chief Executive Officer and may authorize additional options to purchase up to 1.5 million shares of its common stock to its employees. The Company intends to authorize a Stock Plan, pursuant to which shares of common stock may be issued in compensation to its employees. Furthermore, Xxxx, Forward, Xxxxxxxx & Scripps, LLP has agreed to accept 380,000 shares of the Company's Class A common stock, with customary piggyback registration rights, in lieu of payment of $38,000 in legal fees.

Date of Conversion. Number of Shares to be converted: Stock certificate no(s). of Shares to be converted: The Common Stock have been sold pursuant to the Registration Statement (as defined in the Registration Rights Agreement): YES ____ NO____ Please confirm the following information: Conversion Price: --------------------------------------------------------------- Number of shares of Common Stock to be issued: Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the Date of Conversion: _________________________ Please issue the Common Stock into which the Shares To Be Deliveredare being converted and, if applicable, any check drawn on an account of the Company in the following name and to the following address: --------------------------------------------------------- SignatureIssue to: ---------------------------------------------------------------------- Print NameFacsimile Number: --------------------------------------------------------------------- AddressAuthorization: ------------------------------------------------------------------------ -------------------------------------------------------------------------------- SCHEDULE B DISCLOSURE SCHEDULE FOR ADVANCED AERODYNAMICS & STRUCTURESBy: Title: Dated: EXHIBIT II FORM OF EXERCISE NOTICE EXERCISE FORM AXM PHARMA, INC. The undersigned _______________, pursuant to the provisions of the within Warrant, hereby elects to purchase _____ shares of Common Stock of AXM Pharma, Inc. covered by the within Warrant. Dated: _________________ Signature ___________________________ Address ___________________________ ___________________________ Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the date of Exercise: _________________________ ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint _____________, attorney, to transfer the said Warrant on the books of the within named corporation. Dated: _________________ Signature ___________________________ Address ___________________________ ___________________________ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the right to purchase _________ shares of Warrant Stock evidenced by the within Warrant together with all rights therein, and does irrevocably constitute and appoint ___________________, attorney, to transfer that part of the said Warrant on the books of the within named corporation. Dated: _________________ Signature ___________________________ Address ___________________________ FOR USE BY THE ISSUER ONLY: This Disclosure Schedule Warrant No. W-_____ canceled (or transferred or exchanged) this _____ day of Advanced Aerodynamics & Structures___________, _____, shares of Common Stock issued therefor in the name of _______________, Warrant No. W-_____ issued for ____ shares of Common Stock in the name of _______________. EXHIBIT III FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [Name and address of Transfer Agent] Attn: _____________ Re: AXM PHARMA, INC. Ladies and Gentlemen: We are counsel to AXM Pharma, Inc., a Delaware Nevada corporation (the "CompanyCOMPANY"), is delivered pursuant to Section 2 and are aware of that certain Subscription Securities Purchase Agreement (the "PURCHASE AGREEMENT"), dated January _as of May __, 2002 (the "Subscription Agreement") 2004, by and among the Company and certain subscribers as set forth in the signature pages of the Subscription Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Subscription Agreement. This Disclosure Schedule is arranged in paragraphs corresponding to the lettered paragraphs contained in Section 2 of the Subscription Agreement; however, any information disclosed herein under any paragraph number shall be deemed to be disclosed and incorporated into any other paragraph number under the Subscription Agreement where such disclosure would be appropriate. The word "None" when used herein denotes that no exception is taken to the particular representation or warranty. Sections 2(b) and purchasers named therein (e): The Company has agreed to issue 1,000,000 shares of --------------------- Class A common stock to a public relations firm in exchange for services to help the Company increase its exposure to the public and financial arenas. Furthercollectively, the Company has entered into a Consulting Agreement with a group of consultants who will assist and consult with the Company regarding investment banking and communications with existing shareholders, brokers, dealers and other investment professionals. In return for their services, the Company has agreed to issue Class A common stock in an amount equal to 12% of the issued and outstanding common stock of the Company. The Company has agreed to issue and deliver such shares to the consultants at the earlier of 75 days following the Company's receipt of an amended Type Certificate from the Federal Aviation Administration for its Jetcruzer 500 or by October 2003. The consultants may, however, accelerate the final issue date one or more times, on not less than 10 days prior notice to the Company, as to some or all of the shares. Certain investors ("Holders") who are holders of convertible notes and Series A Preferred Stock of the Company ("Holders Securities") have entered into a Lockup Agreement for the benefit of certain other investors in the Company ("Investors") who are also holders of convertible notes and Series A Preferred Stock of the Company ("Investors SecuritiesPURCHASERS") pursuant to which the Holders have agreed that they may not transfer, or exercise any conversion rights of, any of the Holders Securities until the sooner of (i) the date one or more Holders have purchased for $800,000, from the Investors, Investors Securities and/or, at the election of each Investor, any other notes or preferred stock Company issued to Investors by the Company having principal or stated valuePurchasers shares of its Series C Convertible Preferred Stock, as par value $.001 per share, (the case may be, "SHARES") and warrants (the "WARRANTS") to purchase shares of $600,000, or (ii) the date that each Investor has exercised conversion rights relating to the Investors Securities and has received the Company's Class A common stock issuable upon exercise of such conversion rights in a certain amount stock, par value $.001 per share (the "COMMON STOCK"). Pursuant to be determined by multiplying the closing bid price on each conversion date by the number of Class A common stock of Purchase Agreement, the Company received by has also entered into a Registration Rights Agreement with the Investor on Purchasers (the conversion date"REGISTRATION RIGHTS AGREEMENT"), dated as of May __, 2004, pursuant to which certain amount may be increased by the Proportionate Share Company agreed, among other things, to register the Registrable Securities (as defined in the Put Agreement noted below) for which Registration Rights Agreement), including the Company may exercise its Put rights for each Investor. Notwithstanding the above, Holders may convert Holders Securities in an amount equal to the Holder's proportionate share, as defined in the Put Agreement discussed below, as shares of each conversion date. The Company has entered into a Put Agreement with certain investors who hold convertible notes and preferred stock of the Company pursuant to which the investors have granted to the Company the option of selling to each investor an amount of convertible notes up to an aggregate maximum amount of $5,000,000, subject to reduction in the event of future financings. The Company's right to exercise the put shall expire October 25, 2002. The Put Agreement also places certain restrictions on such investors' ability to sell Class A common stock of the Company received on Common Stock issuable upon conversion of the Company securities held by such investors. The Company has issued a put notice dated January 2002 for approximately $1,300,000. The Company intends to enter into a Subscription Agreement pursuant to which certain investors will acquire from $100,000 to $5,000,000 Shares and exercise of 8% Convertible Notes convertible into shares of Class A common stock and Class A Common Stock Purchase the Warrants, 50% under the Securities Act of which are exercisable into shares of Class A common stock at $0.25 per share and 50% of which are exercisable into shares of Class A common stock at $0.30 per share1933, as amended (the "1933 ACT"). The Company may in the future issue options to purchase up to 10% of its outstanding common stock to its Chief Executive Officer and may authorize additional options to purchase up to 1.5 million shares of its common stock to its employees. The Company intends to authorize a Stock Plan, pursuant to which shares of common stock may be issued in compensation to its employees. Furthermore, Xxxx, Forward, Xxxxxxxx & Scripps, LLP has agreed to accept 380,000 shares of In connection with the Company's Class A common stockobligations under the Registration Rights Agreement, on ________________, 2004, the Company filed a Registration Statement on Form SB-2 (File No. 333-________) (the "REGISTRATION STATEMENT") with customary piggyback registration rightsthe Securities and Exchange Commission (the "SEC") relating to the resale of the Registrable Securities which names each of the present Purchasers as a selling stockholder thereunder. In connection with the foregoing, in lieu we advise you that a member of payment the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of $38,000 in legal fees.a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and accordingly, the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [COMPANY COUNSEL] By:

Date of Conversion. Conversion Price: --------------------------------------------------------------- ---------------------------------------------------------- Shares To Be Delivered: --------------------------------------------------------- ----------------------------------------------------- Signature: ---------------------------------------------------------------------- ------------------------------------------------------------------ Print Name: --------------------------------------------------------------------- ----------------------------------------------------------------- Address: ------------------------------------------------------------------------ -------------------------------------------------------------------------------- SCHEDULE ------------------------------------------------------------------- ------------------------------------------------------------------- EXHIBIT B DISCLOSURE SCHEDULE FOR ADVANCED AERODYNAMICS & STRUCTURES, INC. This Disclosure Schedule of Advanced Aerodynamics & Structures, Inc., a Delaware corporation (the "Company"), is delivered pursuant FORM OF REPAYMENT ELECTION NOTICE To: [HOLDER AT HOLDER'S ADDRESS] Pursuant to Section 2 2.2 of that certain Subscription Agreement dated January _the Note of Billserv, Inc. issued on July __, 2002 (2002, we hereby notify you that we are irrevocably electing to repay the "Subscription Agreement") among the Company and certain subscribers as set forth in the signature pages of the Subscription Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Subscription Agreement. This Disclosure Schedule is arranged in paragraphs corresponding to the lettered paragraphs contained in Section 2 of the Subscription Agreement; however, any information disclosed herein under any paragraph number shall be deemed to be disclosed and incorporated into any other paragraph number under the Subscription Agreement where such disclosure would be appropriate. The word "None" when used herein denotes that no exception is taken to the particular representation or warranty. Sections 2(b) and (e): The Company has agreed to issue 1,000,000 shares of --------------------- Class A common stock to a public relations firm in exchange for services to help the Company increase its exposure to the public and financial arenas. Further, the Company has entered into a Consulting Agreement with a group of consultants who will assist and consult with the Company regarding investment banking and communications with existing shareholders, brokers, dealers and other investment professionals. In return for their services, the Company has agreed to issue Class A common stock in an amount equal to 12% of the issued and outstanding common stock of the Company. The Company has agreed to issue and deliver such shares to the consultants at the earlier of 75 days following the Company's receipt of an amended Type Certificate from the Federal Aviation Administration for its Jetcruzer 500 or by October 2003. The consultants may, however, accelerate the final issue date one or more times, on not less than 10 days prior notice to the Company, as to some or all of the shares. Certain investors ("Holders") who are holders of convertible notes and Series A Preferred Stock of the Company ("Holders Securities") have entered into a Lockup Agreement for the benefit of certain other investors in the Company ("Investors") who are also holders of convertible notes and Series A Preferred Stock of the Company ("Investors Securities") pursuant to which the Holders have agreed that they may not transfer, or exercise any conversion rights of, any of the Holders Securities until the sooner of (i) the date one or more Holders have purchased for $800,000, from the Investors, Investors Securities and/or, at the election of each Investor, any other notes or preferred stock issued to Investors by the Company having principal or stated value, as the case may be, of $600,000, or (ii) the date that each Investor has exercised conversion rights relating to the Investors Securities and has received the Company's Class A common stock issuable upon exercise of such conversion rights in a certain amount to be determined by multiplying the closing bid price on each conversion date by the number of Class A common stock of the Company received by the Investor on the conversion date, which certain amount may be increased by the Proportionate Share Monthly Amount (as defined in the Put Agreement noted belowNote) for which due on the Company may exercise its Put rights for each Investor. Notwithstanding the above, Holders may convert Holders Securities in an amount equal to the Holder's proportionate share, Repayment Date (as defined in the Put Agreement discussed belowNote) which occurs on ______, as of each conversion date. The Company has entered into a Put Agreement with certain investors who hold convertible notes and preferred stock of the Company pursuant to which the investors have granted to the Company the option of selling to each investor an amount of convertible notes up to an aggregate maximum amount of $5,000,000, subject to reduction 20__ (CHECK ONE): _____ In full in the event of future financings. The Company's right to exercise the put shall expire October 25, 2002. The Put Agreement also places certain restrictions cash on such investors' ability to sell Class A common stock of the Company received on conversion of the Company securities held by such investorsRepayment Date. The Company has issued a put notice dated January 2002 for approximately $1,300,000. The Company intends to enter into a Subscription Agreement pursuant to which certain investors will acquire from $100,000 to $5,000,000 of 8% Convertible Notes convertible into shares of Class A common stock and Class A Common Stock Purchase Warrants, 50% of which are exercisable into shares of Class A common stock at $0.25 per share and 50% of which are exercisable into shares of Class A common stock at $0.30 per share. The Company may _____ In full in the future issue options to purchase up to 10% of its outstanding common stock to its Chief Executive Officer and may authorize additional options to purchase up to 1.5 million shares of its common stock to its employees. The Company intends to authorize a Stock Plan, pursuant to which shares of common stock may be issued in compensation to its employees. Furthermore, Xxxx, Forward, Xxxxxxxx & Scripps, LLP has agreed to accept 380,000 shares of the Company's Class A common stock, with customary piggyback registration rights, Common Stock within three (3) trading days following such Repayment Date. _____ In part in lieu of payment cash in the amount of $38,000 ______ on such Repayment Date, and in legal fees.part in shares of the Company's Common Stock (in the amount of ______ shares) within three (3) trading days following such Repayment Date. Billserv, Inc. By:_________________________ Name: Title: THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BILLSERV, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase 300,000 Shares of Common Stock of Billserv, Inc. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT

Date of Conversion. Conversion Price: --------------------------------------------------------------- Shares To Be Delivered: --------------------------------------------------------- Signature: ---------------------------------------------------------------------- Print Name: --------------------------------------------------------------------- Address: ------------------------------------------------------------------------ -------------------------------------------------------------------------------- SCHEDULE B DISCLOSURE SCHEDULE FOR ADVANCED AERODYNAMICS & STRUCTURES, INC. This Disclosure Schedule of Advanced Aerodynamics & Structures, Inc., a Delaware corporation (the "Company"), is delivered pursuant to Section 2 of that certain Subscription Agreement dated January ___June 18, 2002 (the "Subscription Agreement") among the Company and certain subscribers as set forth in the signature pages of the Subscription Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Subscription Agreement. This Disclosure Schedule is arranged in paragraphs corresponding to the lettered paragraphs contained in Section 2 of the Subscription Agreement; however, any information disclosed herein under any paragraph number shall be deemed to be disclosed and incorporated into any other paragraph number under the Subscription Agreement where such disclosure would be appropriate. The word "None" when used herein denotes that no exception is taken to the particular representation or warranty. Sections 2(b) and (e): The Company has agreed to issue 1,000,000 shares of --------------------- Class A common stock to a public relations firm in exchange for services to help the Company increase its exposure to the public and financial arenas. Further, the Company has entered into a Consulting Agreement with a group of consultants who will assist and consult with the Company regarding investment banking and communications with existing shareholders, brokers, dealers and other investment professionals. In return for their services, the Company has agreed to issue Class A common stock in an amount equal to 12% of the issued and outstanding common stock of the Company. The Company has agreed to issue and deliver such shares to the consultants at the earlier of 75 days following the Company's receipt of an amended Type Certificate from the Federal Aviation Administration for its Jetcruzer 500 or by October 2003. The consultants may, however, accelerate the final issue date one or more times, on not less than 10 days prior notice to the Company, as to some or all of the shares. Certain investors ("Holders") who are holders of convertible notes and Series A Preferred Stock of the Company ("Holders Securities") have entered into a Lockup Agreement for the benefit of certain other investors in the Company ("Investors") who are also holders of convertible notes and Series A Preferred Stock of the Company ("Investors Securities") pursuant to which the Holders have agreed that they may not transfer, or exercise any conversion rights of, any of the Holders Securities until the sooner of (i) the date one or more Holders have purchased for $800,000, from the Investors, Investors Securities and/or, at the election of each Investor, any other notes or preferred stock issued to Investors by the Company having principal or stated value, as the case may be, of $600,000, or (ii) the date that each Investor has exercised conversion rights relating to the Investors Securities and has received the Company's Class A common stock issuable upon exercise of such conversion rights in a certain amount to be determined by multiplying the closing bid price on each conversion date by the number of Class A common stock of the Company received by the Investor on the conversion date, which certain amount may be increased by the Proportionate Share (as defined in the Put Agreement noted below) for which the Company may exercise its Put rights for each Investor. Notwithstanding the above, Holders may convert Holders Securities in an amount equal to the Holder's proportionate share, as defined in the Put Agreement discussed below, as of each conversion date. The Company has entered into a Put Agreement with certain investors who hold convertible notes and preferred stock of the Company pursuant to which the investors have granted to the Company the option of selling to each investor an amount of convertible notes up to an aggregate maximum amount of $5,000,000, subject to reduction in the event of future financings. The Company's right to exercise the put shall expire October 25, 2002. The Put Agreement also places certain restrictions on such investors' ability to sell Class A common stock of the Company received on conversion of the Company securities held by such investors. The Company has issued a put notice dated January 2002 for approximately $1,300,000. The Company intends to enter into a Subscription Agreement pursuant to which certain investors will acquire from $100,000 to $5,000,000 of 8% Convertible Notes convertible into shares of Class A common stock and Class A Common Stock Purchase Warrants, 50% of which are exercisable into shares of Class A common stock at $0.25 per share and 50% of which are exercisable into shares of Class A common stock at $0.30 per share. The Company may in the future issue options to purchase up to 10% of its outstanding common stock to its Chief Executive Officer and may authorize additional options to purchase up to 1.5 million 20,000,000 shares of its common stock to its employees. The Company intends to authorize a Stock Plan, pursuant to which shares Board of common stock may be issued in compensation to its employees. Furthermore, Xxxx, Forward, Xxxxxxxx & Scripps, LLP Directors has agreed to accept 380,000 shares authorized the officers of the Company's Class A common stock, Company to finalize a 2002 Stock Option Plan with customary piggyback registration rights, in lieu of payment of $38,000 in legal feessubstantially the same terms as the 2001 Stock Option Plan. The 20,000,000 shares authorized under the 2002 Stock Option Plan shall include the 1,500,000 shares previously reserved under the 2001 Stock Option Plan.

Date of Conversion. Conversion Price: --------------------------------------------------------------- Shares To Be Delivered: --------------------------------------------------------- Signature: ---------------------------------------------------------------------- Print Name: --------------------------------------------------------------------- Address: ------------------------------------------------------------------------ -------------------------------------------------------------------------------- SCHEDULE B DISCLOSURE SCHEDULE FOR ADVANCED AERODYNAMICS & STRUCTURES, INC. This Disclosure Schedule of Advanced Aerodynamics & Structures, Inc., a Delaware corporation (the "Company"), is delivered pursuant to Section 2 of that certain Subscription Agreement dated January May ___, 2002 (the "Subscription Agreement") among the Company and certain subscribers as set forth in the signature pages of the Subscription Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Subscription Agreement. This Disclosure Schedule is arranged in paragraphs corresponding to the lettered paragraphs contained in Section 2 of the Subscription Agreement; however, any information disclosed herein under any paragraph number shall be deemed to be disclosed and incorporated into any other paragraph number under the Subscription Agreement where such disclosure would be appropriate. The word "None" when used herein denotes that no exception is taken to the particular representation or warranty. Sections 2(b) and (e): The Company has agreed to issue 1,000,000 shares of --------------------- Class A common stock to a public relations firm in exchange for services to help the Company increase its exposure to the public and financial arenas. Further, the Company has entered into a Consulting Agreement with a group of consultants who will assist and consult with the Company regarding investment banking and communications with existing shareholders, brokers, dealers and other investment professionals. In return for their services, the Company has agreed to issue Class A common stock in an amount equal to 12% of the issued and outstanding common stock of the Company. The Company has agreed to issue and deliver such shares to the consultants at the earlier of 75 days following the Company's receipt of an amended Type Certificate from the Federal Aviation Administration for its Jetcruzer 500 or by October 2003. The consultants may, however, accelerate the final issue date one or more times, on not less than 10 days prior notice to the Company, as to some or all of the shares. Certain investors ("Holders") who are holders of convertible notes and Series A Preferred Stock of the Company ("Holders Securities") have entered into a Lockup Agreement for the benefit of certain other investors in the Company ("Investors") who are also holders of convertible notes and Series A Preferred Stock of the Company ("Investors Securities") pursuant to which the Holders have agreed that they may not transfer, or exercise any conversion rights of, any of the Holders Securities until the sooner of (i) the date one or more Holders have purchased for $800,000, from the Investors, Investors Securities and/or, at the election of each Investor, any other notes or preferred stock issued to Investors by the Company having principal or stated value, as the case may be, of $600,000, or (ii) the date that each Investor has exercised conversion rights relating to the Investors Securities and has received the Company's Class A common stock issuable upon exercise of such conversion rights in a certain amount to be determined by multiplying the closing bid price on each conversion date by the number of Class A common stock of the Company received by the Investor on the conversion date, which certain amount may be increased by the Proportionate Share (as defined in the Put Agreement noted below) for which the Company may exercise its Put rights for each Investor. Notwithstanding the above, Holders may convert Holders Securities in an amount equal to the Holder's proportionate share, as defined in the Put Agreement discussed below, as of each conversion date. The Company has entered into a Put Agreement with certain investors who hold convertible notes and preferred stock of the Company pursuant to which the investors have granted to the Company the option of selling to each investor an amount of convertible notes up to an aggregate maximum amount of $5,000,000, subject to reduction in the event of future financings. The Company's right to exercise the put shall expire October 25, 2002. The Put Agreement also places certain restrictions on such investors' ability to sell Class A common stock of the Company received on conversion of the Company securities held by such investors. The Company has issued a put notice dated January 2002 for approximately $1,300,000. The Company intends to enter into a Subscription Agreement pursuant to which certain investors will acquire from $100,000 to $5,000,000 of 8% Convertible Notes convertible into shares of Class A common stock and Class A Common Stock Purchase Warrants, 50% of which are exercisable into shares of Class A common stock at $0.25 per share and 50% of which are exercisable into shares of Class A common stock at $0.30 per share. The Company may in the future issue options to purchase up to 10% of its outstanding common stock to its Chief Executive Officer and may authorize additional options to purchase up to 1.5 million shares of its common stock to its employees. The Company intends to authorize a Stock Plan, pursuant to which shares of common stock may be issued in compensation to its employees. Furthermore, Xxxx, Forward, Xxxxxxxx & Scripps, LLP has agreed to accept 380,000 shares of the Company's Class A common stock, with customary piggyback registration rights, in lieu of payment of $38,000 in legal fees.

Date of Conversion. Conversion Price: --------------------------------------------------------------- Shares To Be Delivered: --------------------------------------------------------- Signature: ---------------------------------------------------------------------- Print Name: --------------------------------------------------------------------- Address: ------------------------------------------------------------------------ -------------------------------------------------------------------------------- SCHEDULE B DISCLOSURE SCHEDULE FOR ADVANCED AERODYNAMICS & STRUCTURES, INC. This Disclosure Schedule of Advanced Aerodynamics & Structures, Inc., a Delaware corporation (the "Company"), is delivered pursuant to Section 2 of that certain Subscription Agreement dated January ___July 10, 2002 (the "Subscription Agreement") among the Company and certain subscribers as set forth in the signature pages of the Subscription Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Subscription Agreement. This Disclosure Schedule is arranged in paragraphs corresponding to the lettered paragraphs contained in Section 2 of the Subscription Agreement; however, any information disclosed herein under any paragraph number shall be deemed to be disclosed and incorporated into any other paragraph number under the Subscription Agreement where such disclosure would be appropriate. The word "None" when used herein denotes that no exception is taken to the particular representation or warranty. Sections 2(b) and (e): The Company has agreed to issue 1,000,000 shares of --------------------- Class A common stock to a public relations firm in exchange for services to help the Company increase its exposure to the public and financial arenas. Further, the Company has entered into a Consulting Agreement with a group of consultants who will assist and consult with the Company regarding investment banking and communications with existing shareholders, brokers, dealers and other investment professionals. In return for their services, the Company has agreed to issue Class A common stock in an amount equal to 12% of the issued and outstanding common stock of the Company. The Company has agreed to issue and deliver such shares to the consultants at the earlier of 75 days following the Company's receipt of an amended Type Certificate from the Federal Aviation Administration for its Jetcruzer 500 or by October 2003. The consultants may, however, accelerate the final issue date one or more times, on not less than 10 days prior notice to the Company, as to some or all of the shares. Certain investors ("Holders") who are holders of convertible notes and Series A Preferred Stock of the Company ("Holders Securities") have entered into a Lockup Agreement for the benefit of certain other investors in the Company ("Investors") who are also holders of convertible notes and Series A Preferred Stock of the Company ("Investors Securities") pursuant to which the Holders have agreed that they may not transfer, or exercise any conversion rights of, any of the Holders Securities until the sooner of (i) the date one or more Holders have purchased for $800,000, from the Investors, Investors Securities and/or, at the election of each Investor, any other notes or preferred stock issued to Investors by the Company having principal or stated value, as the case may be, of $600,000, or (ii) the date that each Investor has exercised conversion rights relating to the Investors Securities and has received the Company's Class A common stock issuable upon exercise of such conversion rights in a certain amount to be determined by multiplying the closing bid price on each conversion date by the number of Class A common stock of the Company received by the Investor on the conversion date, which certain amount may be increased by the Proportionate Share (as defined in the Put Agreement noted below) for which the Company may exercise its Put rights for each Investor. Notwithstanding the above, Holders may convert Holders Securities in an amount equal to the Holder's proportionate share, as defined in the Put Agreement discussed below, as of each conversion date. The Company has entered into a Put Agreement with certain investors who hold convertible notes and preferred stock of the Company pursuant to which the investors have granted to the Company the option of selling to each investor an amount of convertible notes up to an aggregate maximum amount of $5,000,000, subject to reduction in the event of future financings. The Company's right to exercise the put shall expire October 25, 2002. The Put Agreement also places certain restrictions on such investors' ability to sell Class A common stock of the Company received on conversion of the Company securities held by such investors. The Company has issued a put notice dated January 2002 for approximately $1,300,000. The Company intends to enter into a Subscription Agreement pursuant to which certain investors will acquire from $100,000 to $5,000,000 of 8% Convertible Notes convertible into shares of Class A common stock and Class A Common Stock Purchase Warrants, 50% of which are exercisable into shares of Class A common stock at $0.25 per share and 50% of which are exercisable into shares of Class A common stock at $0.30 per share. The Company may in the future issue options to purchase up to 10% of its outstanding common stock to its Chief Executive Officer and may authorize additional options to purchase up to 1.5 million shares of its common stock to its employees. The Company intends to authorize a Stock Plan, pursuant to which shares of common stock may be issued in compensation to its employees. Furthermore, Xxxx, Forward, Xxxxxxxx & Scripps, LLP has agreed to accept 380,000 shares of the Company's Class A common stock, with customary piggyback registration rights, in lieu of payment of $38,000 in legal fees.

Date of Conversion. Conversion Price: --------------------------------------------------------------- 2. Shares To Be Delivered: --------------------------------------------------------- Signature: ---------------------------------------------------------------------- Print _______________________ By:_______________________________ Name: --------------------------------------------------------------------- Address: ------------------------------------------------------------------------ -------------------------------------------------------------------------------- SCHEDULE :_____________________________ Title:______________________________ EXHIBIT B DISCLOSURE SCHEDULE FORM OF WARRANT COMMON STOCK PURCHASE WARRANT THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR ADVANCED AERODYNAMICS & STRUCTURESSALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT&E INTERNATIONAL GROUP, INC. This Disclosure Schedule THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase up to 1,924,000 Shares of Advanced Aerodynamics & StructuresCommon Stock of IT&E International Group, Inc. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. _________________Issue Date: October 18, 2004 IT&E INTERNATIONAL GROUP, INC., a corporation organized under the laws of the State of Nevada ("IT&E International Group, Inc."), a Delaware corporation hereby certifies that, for value received, LAURUS MASTER FUND, LTD., or assigns (the "CompanyHolder"), is delivered pursuant entitled, subject to Section 2 the terms set forth below, to purchase from the Company (as defined herein) from and after the Issue Date of that certain Subscription Agreement dated January ___this Warrant and at any time or from time to time before 5:00 p.m., 2002 New York time, through the close of business October 18, 2011 (the "Subscription AgreementExpiration Date") among the Company ), up to 1,924,000 fully paid and certain subscribers as set forth in the signature pages of the Subscription Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Subscription Agreement. This Disclosure Schedule is arranged in paragraphs corresponding to the lettered paragraphs contained in Section 2 of the Subscription Agreement; however, any information disclosed herein under any paragraph number shall be deemed to be disclosed and incorporated into any other paragraph number under the Subscription Agreement where such disclosure would be appropriate. The word "None" when used herein denotes that no exception is taken to the particular representation or warranty. Sections 2(b) and (e): The Company has agreed to issue 1,000,000 nonassessable shares of --------------------- Class A common stock to a public relations firm in exchange for services to help the Company increase its exposure to the public and financial arenas. FurtherCommon Stock (as hereinafter defined), the Company has entered into a Consulting Agreement with a group of consultants who will assist and consult with the Company regarding investment banking and communications with existing shareholders, brokers, dealers and other investment professionals. In return for their services, the Company has agreed to issue Class A common stock in an amount equal to 12% of the issued and outstanding common stock of the Company. The Company has agreed to issue and deliver such shares to the consultants at the earlier of 75 days following the Company's receipt of an amended Type Certificate from the Federal Aviation Administration for its Jetcruzer 500 or by October 2003. The consultants may, however, accelerate the final issue date one or more times, on not less than 10 days prior notice to the Company, as to some or all of the shares. Certain investors ("Holders") who are holders of convertible notes and Series A Preferred Stock of the Company ("Holders Securities") have entered into a Lockup Agreement for the benefit of certain other investors in the Company ("Investors") who are also holders of convertible notes and Series A Preferred Stock of the Company ("Investors Securities") pursuant to which the Holders have agreed that they may not transfer, or exercise any conversion rights of, any of the Holders Securities until the sooner of (i) the date one or more Holders have purchased for $800,000, from the Investors, Investors Securities and/or0.01 par value per share, at the election of each Investor, any other notes or preferred stock issued to Investors by the Company having principal or stated value, as the case may be, of $600,000, or (ii) the date that each Investor has exercised conversion rights relating to the Investors Securities and has received the Company's Class A common stock issuable upon exercise of such conversion rights in a certain amount to be determined by multiplying the closing bid price on each conversion date by the number of Class A common stock of the Company received by the Investor on the conversion date, which certain amount may be increased by the Proportionate Share applicable Exercise Price per share (as defined in the Put Agreement noted below) for which the Company may exercise its Put rights for each Investor. Notwithstanding the above, Holders may convert Holders Securities in an amount equal to the Holder's proportionate share, as defined in the Put Agreement discussed below, as of each conversion date). The Company has entered into a Put Agreement with certain investors who hold convertible notes number and preferred stock character of such shares of Common Stock and the Company pursuant to which the investors have granted to the Company the option of selling to each investor an amount of convertible notes up to an aggregate maximum amount of $5,000,000, applicable Exercise Price per share are subject to reduction in adjustment as provided herein. As used herein the event of future financings. The Company's right to exercise following terms, unless the put shall expire October 25context otherwise requires, 2002. The Put Agreement also places certain restrictions on such investors' ability to sell Class A common stock of have the Company received on conversion of the Company securities held by such investors. The Company has issued a put notice dated January 2002 for approximately $1,300,000. The Company intends to enter into a Subscription Agreement pursuant to which certain investors will acquire from $100,000 to $5,000,000 of 8% Convertible Notes convertible into shares of Class A common stock and Class A Common Stock Purchase Warrants, 50% of which are exercisable into shares of Class A common stock at $0.25 per share and 50% of which are exercisable into shares of Class A common stock at $0.30 per share. The Company may in the future issue options to purchase up to 10% of its outstanding common stock to its Chief Executive Officer and may authorize additional options to purchase up to 1.5 million shares of its common stock to its employees. The Company intends to authorize a Stock Plan, pursuant to which shares of common stock may be issued in compensation to its employees. Furthermore, Xxxx, Forward, Xxxxxxxx & Scripps, LLP has agreed to accept 380,000 shares of the Company's Class A common stock, with customary piggyback registration rights, in lieu of payment of $38,000 in legal fees.following respective meanings:

Date of Conversion. Conversion PriceNumber of Preferred Shares to be converted: --------------------------------------------------------------- -------------------------- Stock certificate no(s). of Preferred Shares To Be Deliveredto be converted: --------------------------------------------------------- Signature: ---------------------------------------------------------------------- Print Name: --------------------------------------------------------------------- Address: ------------------------------------------------------------------------ -------------------------------------------------------------------------------- SCHEDULE B DISCLOSURE SCHEDULE FOR ADVANCED AERODYNAMICS & STRUCTURES, INC. This Disclosure Schedule -------- The shares of Advanced Aerodynamics & Structures, Inc., a Delaware corporation (the "Company"), is delivered Common Stock have been sold pursuant to Section 2 of that certain Subscription Agreement dated January ___, 2002 (the "Subscription Agreement") among the Company and certain subscribers as set forth in the signature pages of the Subscription Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Subscription Agreement. This Disclosure Schedule is arranged in paragraphs corresponding to the lettered paragraphs contained in Section 2 of the Subscription Agreement; however, any information disclosed herein under any paragraph number shall be deemed to be disclosed and incorporated into any other paragraph number under the Subscription Agreement where such disclosure would be appropriate. The word "None" when used herein denotes that no exception is taken to the particular representation or warranty. Sections 2(b) and (e): The Company has agreed to issue 1,000,000 shares of --------------------- Class A common stock to a public relations firm in exchange for services to help the Company increase its exposure to the public and financial arenas. Further, the Company has entered into a Consulting Agreement with a group of consultants who will assist and consult with the Company regarding investment banking and communications with existing shareholders, brokers, dealers and other investment professionals. In return for their services, the Company has agreed to issue Class A common stock in an amount equal to 12% of the issued and outstanding common stock of the Company. The Company has agreed to issue and deliver such shares to the consultants at the earlier of 75 days following the Company's receipt of an amended Type Certificate from the Federal Aviation Administration for its Jetcruzer 500 or by October 2003. The consultants may, however, accelerate the final issue date one or more times, on not less than 10 days prior notice to the Company, as to some or all of the shares. Certain investors ("Holders") who are holders of convertible notes and Series A Preferred Stock of the Company ("Holders Securities") have entered into a Lockup Agreement for the benefit of certain other investors in the Company ("Investors") who are also holders of convertible notes and Series A Preferred Stock of the Company ("Investors Securities") pursuant to which the Holders have agreed that they may not transfer, or exercise any conversion rights of, any of the Holders Securities until the sooner of (i) the date one or more Holders have purchased for $800,000, from the Investors, Investors Securities and/or, at the election of each Investor, any other notes or preferred stock issued to Investors by the Company having principal or stated value, as the case may be, of $600,000, or (ii) the date that each Investor has exercised conversion rights relating to the Investors Securities and has received the Company's Class A common stock issuable upon exercise of such conversion rights in a certain amount to be determined by multiplying the closing bid price on each conversion date by the number of Class A common stock of the Company received by the Investor on the conversion date, which certain amount may be increased by the Proportionate Share Registration Statement (as defined in the Put Agreement noted below) for Registration Rights Agreement): YES ____ NO____ Please confirm the following information: Conversion Price: -------------------------- Number of shares of Common Stock to be issued: -------------------------- Please issue the Common Stock into which the Company may exercise its Put rights for each Investor. Notwithstanding the abovePreferred Shares are being converted and, Holders may convert Holders Securities in if applicable, any check drawn on an amount equal to the Holder's proportionate share, as defined in the Put Agreement discussed below, as of each conversion date. The Company has entered into a Put Agreement with certain investors who hold convertible notes and preferred stock account of the Company pursuant to which in the investors have granted following name and to the Company the option of selling to each investor an amount of convertible notes up to an aggregate maximum amount of $5,000,000, subject to reduction in the event of future financingsfollowing address: Issue to: -------------------------- -------------------------- Facsimile Number: -------------------------- Authorization: -------------------------- By: ------------------------ Title: -------------------- Dated: PRICES ATTACHED EXHIBIT II FORM OF EXERCISE NOTICE EXERCISE FORM X.X. XXXXXX GROUP INC. The Company's right to exercise the put shall expire October 25, 2002. The Put Agreement also places certain restrictions on such investors' ability to sell Class A common stock of the Company received on conversion of the Company securities held by such investors. The Company has issued a put notice dated January 2002 for approximately $1,300,000. The Company intends to enter into a Subscription Agreement pursuant to which certain investors will acquire from $100,000 to $5,000,000 of 8% Convertible Notes convertible into shares of Class A common stock and Class A Common Stock Purchase Warrants, 50% of which are exercisable into shares of Class A common stock at $0.25 per share and 50% of which are exercisable into shares of Class A common stock at $0.30 per share. The Company may in the future issue options to purchase up to 10% of its outstanding common stock to its Chief Executive Officer and may authorize additional options to purchase up to 1.5 million shares of its common stock to its employees. The Company intends to authorize a Stock Planundersigned _______________, pursuant to which the provisions of the within Warrant, hereby elects to purchase _____ shares of common stock may be Common Stock of X.X. Xxxxxx Group Inc. covered by the within Warrant. Dated: _________________ Signature ___________________________ Address _____________________ _____________________ ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint _____________, attorney, to transfer the said Warrant on the books of the within named corporation. Dated: _________________ Signature ___________________________ Address _____________________ _____________________ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the right to purchase _________ shares of Warrant Stock evidenced by the within Warrant together with all rights therein, and does irrevocably constitute and appoint ___________________, attorney, to transfer that part of the said Warrant on the books of the within named corporation. Dated: _________________ Signature ___________________________ Address _____________________ _____________________ FOR USE BY THE ISSUER ONLY: This Warrant No. W-_____ canceled (or transferred or exchanged) this _____ day of ___________, _____, shares of Common Stock issued therefor in compensation to its employeesthe name of _______________, Warrant No. Furthermore, W-_____ issued for ____ shares of Common Stock in the name of _______________. EXHIBIT III ----------- FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT American Stock Transfer & Trust Company 00 Xxxx Xxxxxx Xxx Xxxx, Forward, Xxxxxxxx & Scripps, LLP has agreed to accept 380,000 shares of the Company's Class A common stock, with customary piggyback registration rights, in lieu of payment of $38,000 in legal fees.XX 00000 Attn: _____________