American Utilicraft Corp – TECHNICAL SERVICES PURCHASE AGREEMENT (March 23rd, 2001)TECHNICAL SERVICES PURCHASE AGREEMENT RELATING TO ENGINEERING SERVICES THIS TECHNICAL SERVICES PURCHASE AGREEMENT ("Agreement") will become effective when fully executed and will remain in effect through June 30, 2002. This Agreement is entered into by and between The Aerostructures Corporation, (TAC), a Delaware corporation with its principal office in Nashville, Tennessee ("Seller"), and American Utilicraft Corporation, (AUC), a Delaware corporation with its principal office in Lawrenceville, Georgia. RECITALS WHEREAS; (A) AUC will design and produce the FF-1080-200, commercial short haul cargo airplane; and, (B) Seller sells certain technical services in the support of such airplanes; and, (C) Seller desires to sell, and AUC desires to purchase, certain of Seller's technical services in accordance with the terms
American Utilicraft Corp – THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (March 23rd, 2001)THIRD AMENDMENT TO EMPLOYMENT AGREEMENT This Third Amendment To Employment Agreement (the "Amendment") is made as of this 4th day of October, 2000, by and between American Utilicraft Corporation, a Delaware corporation (hereinafter "Company"), and James Carey (hereinafter "Employee"), and is intended to be effective as of January 1, 1997. WHEREAS, Company and Employee are parties to that certain Employment Agreement dated as of August 15, 1991, as amended to date (the "Employment Agreement"); and WHEREAS, in recognition of Employee's efforts and commitment to the Company during its development stage, the Company and Employee desire to amend the Employment Agreement as provided herein. NOW, THEREFORE, the parties hereto agree as follows: 1. Paragraph 4 of the Employment Agreement is hereby deleted in its entirety and replaced with the following: "4(a) As compensation for services rendered under this Agreement, the Employee
American Utilicraft Corp – CONVERTIBLE SUBORDINATED PROMISSORY NOTE (March 23rd, 2001)THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND THEREFORE THESE SECURITIES MAY NOT BE TRANSFERRED WITHOUT REGISTRATION THEREUNDER OR PURSUANT TO AN EXEMPTION FROM REGISTRATION. AMERICAN UTILICRAFT CORPORATION CONVERTIBLE SUBORDINATED PROMISSORY NOTE $1,000,000.00 July 11, 2000 1. PRINCIPAL. --------- FOR VALUE RECEIVED, the undersigned, American Utilicraft Corporation ("Maker"), promises to pay to the Douglas E. Smith, trustee of the Smith Family Trust ("Payee"), or order, at ________________________, or at such other place as the holder of this Note shall specify, in lawful money of the United States of America, the maximum sum of One Million Dollars ($1,000,000) or such lesser amount as may be advanced hereunder pursuant to the terms h
American Utilicraft Corp – AMENDED AND RESTATED INVESTMENT AGREEMENT (March 23rd, 2001)AMERICAN UTILICRAFT CORPORATION AMENDED AND RESTATED INVESTMENT AGREEMENT THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR OTHER SECURITIES AUTHORITIES. THEY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE FEDERAL AND STATE SECURITIES LAWS. THIS INVESTMENT AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY OF THE SECURITIES DESCRIBED HEREIN BY OR TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES AUTHORITIES, NOR HAVE SUCH AUTHORITIES CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. AN INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RIS
American Utilicraft Corp – EMPLOYMENT AGREEMENT (March 23rd, 2001)AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT THIS AMENDMENT NUMBER TWO (hereinafter this "Amendment"), made and entered into this 6th day of April, 1999, renews and amends the EMPLOYMENT AGREEMENT made and entered into on the 28th day of February, 1999 (hereinafter, the "Agreement"), by and between American Utilicraft corporation (hereinafter, the "Corporation"), and John J. Dupont (hereinafter, "Dupont"), pursuant to paragraph 20 of the Agreement, in the following respects: WITNESSETH: 1. The term of the Agreement, set forth in paragraph 2 thereof, is renewed for a six (6) year period, that is until February 28, 2005, unless sooner terminated as provided in the Agreement. 2. The following new paragraphs 5.1 and 5.2 are added to the Agreement: 5.1 The Corporation agrees to pay Dupont commissions on th
American Utilicraft Corp – THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (March 23rd, 2001)THIRD AMENDMENT TO EMPLOYMENT AGREEMENT This Third Amendment To Employment Agreement (the "Amendment") is made as of this 4th day of October, 2000, by and between American Utilicraft Corporation, a Delaware corporation (hereinafter "Company"), and John Dupont (hereinafter "Employee"), and is intended to be effective as of January 1, 1997. WHEREAS, Company and Employee are parties to that certain Employment Agreement dated as of February 28, 1991, as amended to date (the "Employment Agreement"); and WHEREAS, in recognition of Employee's efforts and commitment to the Company during its development stage, the Company and Employee desire to amend the Employment Agreement as provided herein. NOW, THEREFORE, the parties hereto agree as follows: 1. Paragraph 4 of the Employment Agreement is hereby deleted in its entirety and replaced with the following: "4(a) As compensation for services rendered under this Agreement, the Employ
American Utilicraft Corp – EMPLOYMENT AGREEMENT (March 23rd, 2001)AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT THIS AMENDMENT NUMBER TWO (hereinafter this "Amendment"), made and entered into this 6th day of April, 1999, renews and amends the EMPLOYMENT AGREEMENT made and entered into on the 28th day of February, 1991 (hereinafter, the "Agreement"), by and between American Utilicraft corporation (hereinafter, the "Corporation"), and James S. Carey (hereinafter, "Carey"), pursuant to paragraph 20 of the Agreement, in the following respects: WITNESSETH: 1. The term of the Agreement, set forth in paragraph 2 thereof, is renewed for a six (6) year period, that is until February 28, 2005, unless sooner terminated as provided in the Agreement. 2. The following new paragraphs 5.1 and 5.2 are added to the Agreement: 5. The Corporation agrees that it will pay Carey, as a bonus
American Utilicraft Corp – EMPLOYMENT AGREEMENT (March 23rd, 2001)AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT THIS AMENDMENT NUMBER ONE (hereinafter, this "Amendment"), made and entered into in the City of Reston, Virginia this 21st of January, 1993, renews and amends the EMPLOYMENT AGREEMENT made and entered into on the 28th day of February, 1991 (hereinafter, the "Agreement"), by and between American Utilicraft Corporation (hereinafter, the "Corporation"), and John J. Dupont (hereinafter, "Dupont"), pursuant to paragraph 20 of the Agreement, in the following respects: WITNESSETH: 1. The term of the Agreement, set forth in paragraph 2 thereof, is renewed for a six (6) year period, that is until February 28, 1999, unless sooner terminated as provided in the Agreement. 2. The following new paragraphs 5.1 and 5.2 are added to the Agreement: "5.1 The Corporation agrees
American Utilicraft Corp – EMPLOYMENT AGREEMENT (March 23rd, 2001)AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT THIS AMENDMENT NUMBER ONE (hereinafter this "Amendment"), made and entered into in the City of Reston, Virginia, this 21st day of January, 1993, renews and amends the EMPLOYMENT AGREEMENT made and entered into on the 15th day of August, 1991 (hereinafter, the "Agreement") by and between American Utilicraft Corporation (hereinafter, the "Corporation") and James S. Carey (hereinafter, "Carey"), pursuant to paragraph 20 of the Agreement, in the following respects. WITNESSETH: 1. The term of the Agreement, set forth in paragraph 2 thereof, is renewed for a six (6) year period, that is until February 28, 1999, unless sooner terminated as provided in the Agreement. 2. Paragraph 5 of the Agreement is revised to read as follows: "5. The Corporation agrees that it
American Utilicraft Corp – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (March 23rd, 2001)FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment To Employment Agreement (the "Amendment") is made as of this 4th day of October, 2000, by and between American Utilicraft Corporation, a Delaware corporation (hereinafter "Company"), and Thomas Dapogny (hereinafter "Employee"), and is intended to be effective as of July 15, 2000. WHEREAS, Company and Employee are parties to that certain Employment Agreement dated as of July 15, 2000 (the "Employment Agreement"); and WHEREAS, the Company and Employee desire to amend the Employment Agreement as provided herein. NOW, THEREFORE, the parties hereto agree as follows: 1. Paragraph 4 of the Employment Agreement is hereby deleted in its entirety and replaced with the following: "4(a) As compensation for services rendered under this Agreement, the Employee shall initially receive a base salary of One Hundred Thousand Dollars ($100,000) per annum, and effective upon the Com
American Utilicraft Corp – EMPLOYEE AGREEMENT (March 23rd, 2001)EMPLOYEE AGREEMENT This EMPLOYEE AGREEMENT (hereinafter, this "Agreement"), made and entered into in the City of Lawrenceville, GA, this 15th day of July, 2000, by and between American Utilicraft Corporation, a corporation duly organized and existing under the laws of the state of Delaware, having its principle office and place of business at 300 Petty Rd. NE, Suite B, Lawrenceville, GA 30043 (hereinafter, the "Corporation"), and Thomas A. Dapogny, residing at 3642 MORNING CREEK COURT, SUWANEE, GA 30024 (hereinafter, "Dapogny"). WITNESSETH: 1. The Corporation hereby employs Dapogny, and Dapogny agrees to work for the Corporation as Vice President, Operations of the Corporation, reporting to the President and Chief Executive Officer. 2. This Agreement shall expire on July 15th, 2003, unless sooner termin
American Utilicraft Corp – EMPLOYMENT AGREEMENT (March 23rd, 2001)EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (hereinafter, this "Agreement"), made and entered into in the City of Washington, D.C., this 15th day of August, 1991, by and between American Utilicraft Corporation, a corporation duly organized and existing under the laws of the State of Delaware, having its principal office and place of business at 1801 Robert Fulton Drive, City of Reston, Virginia (hereinafter, the "Corporation"), and James S. Carey, residing at 6114 Gothic Lane, Bowie, State of Maryland (hereinafter, "Carey"). W I T N E S S E T H: 1. The Corporation hereby employs Carey, and Carey agrees to work for the Corporation as Vice President of Marketing of the Corporation, reporting to the President and Chief Executive Officer. 2. This Agreement shall expire on 28 February 1996, unless sooner terminated as hereinafter provided. In addition to the arrangements for termination hereinaft
American Utilicraft Corp – EMPLOYMENT AGREEMENT (March 23rd, 2001)02/28/91 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (hereinafter, this "Agreement"), made and entered into in the City of Washington, D.C., this 28th day of February, 1991, by and between American Utilicraft Corporation, a corporation duly organized and existing under the laws of the State of Delaware, (hereinafter, the "Corporation"), and John J. Dupont, residing at 7313 South View Court, City of Fairfax Station, State of Virginia (hereinafter, "Dupont"). W I T N E S S E T H: 1. The Corporation hereby employs Dupont, and Dupont agrees to work for the Corporation as President and Chief Executive Officer of the Corporation, reporting to the Board of Directors. 2. The term of this Agreement shall be for a period of five (5) years from the date hereof, unless sooner terminated as hereinafter provided. 3. D
American Utilicraft Corp – TECHNICAL SERVICES PURCHASE AGREEMENT (January 18th, 2001)TECHNICAL SERVICES PURCHASE AGREEMENT RELATING TO ENGINEERING SERVICES THIS TECHNICAL SERVICES PURCHASE AGREEMENT ("Agreement") will become effective when fully executed and will remain in effect through June 30, 2002. This Agreement is entered into by and between The Aerostructures Corporation, (TAC), a Delaware corporation with its principal office in Nashville, Tennessee ("Seller"), and American Utilicraft Corporation, (AUC), a Delaware corporation with its principal office in Lawrenceville, Georgia. RECITALS WHEREAS; (A) AUC will design and produce the FF-1080-200, commercial short haul cargo airplane; and, (B) Seller sells certain technical services in the support of such airplanes; and, (C) Seller desires to sell, and AUC desires to purchase, certain of Seller's technical services in accordance with the terms
American Utilicraft Corp – EMPLOYMENT AGREEMENT (October 10th, 2000)02/28/91 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (hereinafter, this "Agreement"), made and entered into in the City of Washington, D.C., this 28th day of February, 1991, by and between American Utilicraft Corporation, a corporation duly organized and existing under the laws of the State of Delaware, (hereinafter, the "Corporation"), and John J. Dupont, residing at 7313 South View Court, City of Fairfax Station, State of Virginia (hereinafter, "Dupont"). W I T N E S S E T H: 1. The Corporation hereby employs Dupont, and Dupont agrees to work for the Corporation as President and Chief Executive Officer of the Corporation, reporting to the Board of Directors. 2. The term of this Agreement shall be for a period of five (5) years from the date hereof, unless sooner terminated as hereinafter provided. 3. D
American Utilicraft Corp – THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (October 10th, 2000)THIRD AMENDMENT TO EMPLOYMENT AGREEMENT This Third Amendment To Employment Agreement (the "Amendment") is made as of this 4th day of October, 2000, by and between American Utilicraft Corporation, a Delaware corporation (hereinafter "Company"), and John Dupont (hereinafter "Employee"), and is intended to be effective as of January 1, 1997. WHEREAS, Company and Employee are parties to that certain Employment Agreement dated as of February 28, 1991, as amended to date (the "Employment Agreement"); and WHEREAS, in recognition of Employee's efforts and commitment to the Company during its development stage, the Company and Employee desire to amend the Employment Agreement as provided herein. NOW, THEREFORE, the parties hereto agree as follows: 1. Paragraph 4 of the Employment Agreement is hereby deleted in its entirety and replaced with the following: "4(a) As compensation for services rendered under this Agreement, the Employ
American Utilicraft Corp – THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (October 10th, 2000)THIRD AMENDMENT TO EMPLOYMENT AGREEMENT This Third Amendment To Employment Agreement (the "Amendment") is made as of this 4th day of October, 2000, by and between American Utilicraft Corporation, a Delaware corporation (hereinafter "Company"), and James Carey (hereinafter "Employee"), and is intended to be effective as of January 1, 1997. WHEREAS, Company and Employee are parties to that certain Employment Agreement dated as of August 15, 1991, as amended to date (the "Employment Agreement"); and WHEREAS, in recognition of Employee's efforts and commitment to the Company during its development stage, the Company and Employee desire to amend the Employment Agreement as provided herein. NOW, THEREFORE, the parties hereto agree as follows: 1. Paragraph 4 of the Employment Agreement is hereby deleted in its entirety and replaced with the following: "4(a) As compensation for services rendered under this Agreement, the Employee
American Utilicraft Corp – EMPLOYMENT AGREEMENT (October 10th, 2000)EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (hereinafter, this "Agreement"), made and entered into in the City of Washington, D.C., this 15th day of August, 1991, by and between American Utilicraft Corporation, a corporation duly organized and existing under the laws of the State of Delaware, having its principal office and place of business at 1801 Robert Fulton Drive, City of Reston, Virginia (hereinafter, the "Corporation"), and James S. Carey, residing at 6114 Gothic Lane, Bowie, State of Maryland (hereinafter, "Carey"). W I T N E S S E T H: 1. The Corporation hereby employs Carey, and Carey agrees to work for the Corporation as Vice President of Marketing of the Corporation, reporting to the President and Chief Executive Officer. 2. This Agreement shall expire on 28 February 1996, unless sooner terminated as hereinafter provided. In addition to the arrangements for termination hereinaft
American Utilicraft Corp – EMPLOYEE AGREEMENT (October 10th, 2000)EMPLOYEE AGREEMENT This EMPLOYEE AGREEMENT (hereinafter, this "Agreement"), made and entered into in the City of Lawrenceville, GA, this 15th day of July, 2000, by and between American Utilicraft Corporation, a corporation duly organized and existing under the laws of the state of Delaware, having its principle office and place of business at 300 Petty Rd. NE, Suite B, Lawrenceville, GA 30043 (hereinafter, the "Corporation"), and Thomas A. Dapogny, residing at 3642 MORNING CREEK COURT, SUWANEE, GA 30024 (hereinafter, "Dapogny"). WITNESSETH: 1. The Corporation hereby employs Dapogny, and Dapogny agrees to work for the Corporation as Vice President, Operations of the Corporation, reporting to the President and Chief Executive Officer. 2. This Agreement shall expire on July 15th, 2003, unless sooner termin
American Utilicraft Corp – EMPLOYMENT AGREEMENT (October 10th, 2000)AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT THIS AMENDMENT NUMBER TWO (hereinafter this "Amendment"), made and entered into this 6th day of April, 1999, renews and amends the EMPLOYMENT AGREEMENT made and entered into on the 28th day of February, 1999 (hereinafter, the "Agreement"), by and between American Utilicraft corporation (hereinafter, the "Corporation"), and John J. Dupont (hereinafter, "Dupont"), pursuant to paragraph 20 of the Agreement, in the following respects: WITNESSETH: 1. The term of the Agreement, set forth in paragraph 2 thereof, is renewed for a six (6) year period, that is until February 28, 2005, unless sooner terminated as provided in the Agreement. 2. The following new paragraphs 5.1 and 5.2 are added to the Agreement: 5.1 The Corporation agrees to pay Dupont commissions on th
American Utilicraft Corp – EMPLOYMENT AGREEMENT (October 10th, 2000)AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT THIS AMENDMENT NUMBER TWO (hereinafter this "Amendment"), made and entered into this 6th day of April, 1999, renews and amends the EMPLOYMENT AGREEMENT made and entered into on the 28th day of February, 1991 (hereinafter, the "Agreement"), by and between American Utilicraft corporation (hereinafter, the "Corporation"), and James S. Carey (hereinafter, "Carey"), pursuant to paragraph 20 of the Agreement, in the following respects: WITNESSETH: 1. The term of the Agreement, set forth in paragraph 2 thereof, is renewed for a six (6) year period, that is until February 28, 2005, unless sooner terminated as provided in the Agreement. 2. The following new paragraphs 5.1 and 5.2 are added to the Agreement: 5. The Corporation agrees that it will pay Carey, as a bonus
American Utilicraft Corp – CONVERTIBLE SUBORDINATED PROMISSORY NOTE (October 10th, 2000)THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND THEREFORE THESE SECURITIES MAY NOT BE TRANSFERRED WITHOUT REGISTRATION THEREUNDER OR PURSUANT TO AN EXEMPTION FROM REGISTRATION. AMERICAN UTILICRAFT CORPORATION CONVERTIBLE SUBORDINATED PROMISSORY NOTE $1,000,000.00 July 11, 2000 1. PRINCIPAL. --------- FOR VALUE RECEIVED, the undersigned, American Utilicraft Corporation ("Maker"), promises to pay to the Douglas E. Smith, trustee of the Smith Family Trust ("Payee"), or order, at ________________________, or at such other place as the holder of this Note shall specify, in lawful money of the United States of America, the maximum sum of One Million Dollars ($1,000,000) or such lesser amount as may be advanced hereunder pursuant to the terms h
American Utilicraft Corp – EMPLOYMENT AGREEMENT (October 10th, 2000)AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT THIS AMENDMENT NUMBER ONE (hereinafter this "Amendment"), made and entered into in the City of Reston, Virginia, this 21st day of January, 1993, renews and amends the EMPLOYMENT AGREEMENT made and entered into on the 15th day of August, 1991 (hereinafter, the "Agreement") by and between American Utilicraft Corporation (hereinafter, the "Corporation") and James S. Carey (hereinafter, "Carey"), pursuant to paragraph 20 of the Agreement, in the following respects. WITNESSETH: 1. The term of the Agreement, set forth in paragraph 2 thereof, is renewed for a six (6) year period, that is until February 28, 1999, unless sooner terminated as provided in the Agreement. 2. Paragraph 5 of the Agreement is revised to read as follows: "5. The Corporation agrees that it
American Utilicraft Corp – INVESTMENT AGREEMENT (October 10th, 2000)AMERICAN UTILICRAFT CORPORATION INVESTMENT AGREEMENT THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR OTHER SECURITIES AUTHORITIES. THEY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE FEDERAL AND STATE SECURITIES LAWS. THIS INVESTMENT AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY OF THE SECURITIES DESCRIBED HEREIN BY OR TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES AUTHORITIES, NOR HAVE SUCH AUTHORITIES CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO TH
American Utilicraft Corp – EMPLOYMENT AGREEMENT (October 10th, 2000)AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT THIS AMENDMENT NUMBER ONE (hereinafter, this "Amendment"), made and entered into in the City of Reston, Virginia this 21st of January, 1993, renews and amends the EMPLOYMENT AGREEMENT made and entered into on the 28th day of February, 1991 (hereinafter, the "Agreement"), by and between American Utilicraft Corporation (hereinafter, the "Corporation"), and John J. Dupont (hereinafter, "Dupont"), pursuant to paragraph 20 of the Agreement, in the following respects: WITNESSETH: 1. The term of the Agreement, set forth in paragraph 2 thereof, is renewed for a six (6) year period, that is until February 28, 1999, unless sooner terminated as provided in the Agreement. 2. The following new paragraphs 5.1 and 5.2 are added to the Agreement: "5.1 The Corporation agrees
American Utilicraft Corp – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (October 10th, 2000)FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment To Employment Agreement (the "Amendment") is made as of this 4th day of October, 2000, by and between American Utilicraft Corporation, a Delaware corporation (hereinafter "Company"), and Thomas Dapogny (hereinafter "Employee"), and is intended to be effective as of July 15, 2000. WHEREAS, Company and Employee are parties to that certain Employment Agreement dated as of July 15, 2000 (the "Employment Agreement"); and WHEREAS, the Company and Employee desire to amend the Employment Agreement as provided herein. NOW, THEREFORE, the parties hereto agree as follows: 1. Paragraph 4 of the Employment Agreement is hereby deleted in its entirety and replaced with the following: "4(a) As compensation for services rendered under this Agreement, the Employee shall initially receive a base salary of One Hundred Thousand Dollars ($100,000) per annum, and effective upon the Com
