0001104659-05-046652 Sample Contracts

MASTER FINANCING AGREEMENT BETWEEN PACIFICORP FUNDING PARTNERS TRUST AND UTILICRAFT AEROSPACE CORPORATION
Master Financing Agreement • October 3rd, 2005 • Utilicraft Aerospace Industries, Inc. • Nevada

This Master Financing Agreement (“Agreement”) is made effective this 6th of May 2005, by and between PacifiCorp Funding Partners Trust (“Trust”), a trust formed under the laws of the Republic of Mauritius, and Utilicraft Aerospace Corporation (“Company), a Nevada corporation. Further consideration for this Agreement has been provided by John J. Dupont and R. Darby Boland, as set out below.

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EMPLOYMENT AGREEMENT – Karen Shoemaker
Employment Agreement • October 3rd, 2005 • Utilicraft Aerospace Industries, Inc. • Nevada

This EMPLOYEE AGREEMENT (hereinafter, this “Agreement”), made and entered into this 10th day of December, 2004, by and between Utilicraft Aerospace Industries, Inc., a corporation duly organized and existing under the laws of the state of Nevada (hereinafter, the “Corporation”), and Karen Shoemaker (hereinafter, “Shoemaker”).

SUBLEASE AGREEMENT BETWEEN
Sublease Agreement • October 3rd, 2005 • Utilicraft Aerospace Industries, Inc.

American Utilicraft Corporation (AUC) holds a lease on the property on Gwinnett County Airport at 554 Briscoe Blvd, Lawrenceville, Georgia 30045.

EMPLOYMENT AGREEMENT – RUBEN FRAGOSO
Employment Agreement – Ruben Fragoso • October 3rd, 2005 • Utilicraft Aerospace Industries, Inc. • Nevada

This EMPLOYEE AGREEMENT (hereinafter, this “Agreement”), made and entered this 1st day of August, 2005, by and between Utilicraft Aerospace Industries, Inc., a corporation duly organized and existing under the laws of the state of Nevada, (the “Corporation”), and Ruben Fragoso, a resident of Albuquerque, New Mexico (hereinafter, “Fragoso”).

EMPLOYMENT AGREEMENT - R. DARBY BOLAND
Employment Agreement • October 3rd, 2005 • Utilicraft Aerospace Industries, Inc. • Nevada

This EMPLOYEE AGREEMENT (hereinafter, this “Agreement”), made and entered this 10th day of December, 2004, by and between Utilicraft Aerospace Industries, Inc., a corporation duly organized and existing under the laws of the state of Nevada, (the “Corporation”), and R. Darby Boland, a resident of Walton County, Georgia (hereinafter, “Boland”).

Double Eagle II Airport Ground Lease Utilicraft Aerospace Industries, Inc.
Ground Lease • October 3rd, 2005 • Utilicraft Aerospace Industries, Inc. • New Mexico
REORGANIZATION AGREEMENT
Reorganization Agreement • October 3rd, 2005 • Utilicraft Aerospace Industries, Inc. • Nevada

This Reorganization Agreement (hereinafter referred to as the “Agreement”) is entered into by and between Utilicraft Aerospace Industries, Inc. (referred to herein as “UAI”), a Nevada corporation, and American Utilicraft Corporation (referred to herein as “AMUC”), a Delaware corporation, effective as of May 6, 2005. UAI and AMUC are hereinafter collectively referred to as the “Parties.”

LEASE AGREEMENT
Lease Agreement • October 3rd, 2005 • Utilicraft Aerospace Industries, Inc.

THIS LEASE AGREEMENT (“Agreement”) is entered into this 25th day of July , 2005 by and between PLAZA II EXECUTIVE CENTER, INC. (hereafter called “Lessor”), and UTILICRAFT AEROSPACE INDUSTRIES, Inc. (hereafter called “Lessee”).

ROYALTY AGREEMENT
Royalty Agreement • October 3rd, 2005 • Utilicraft Aerospace Industries, Inc.

This agreement is made an entered this 10th day of December, 2004, by and between JOHN J. DUPONT, resident of the State of Georgia (“Dupont”). and Utilicraft Aerospace Industries, Inc., a Nevada corporation (the “Corporation”).

EMPLOYMENT AGREEMENT – JOHN J. DUPONT
Employment Agreement • October 3rd, 2005 • Utilicraft Aerospace Industries, Inc. • Nevada

THIS EMPLOYMENT AGREEMENT (hereinafter, this “Agreement”), made and entered into this 10th day of December, 2004, by and between Utilicraft Aerospace Industries, Inc., a corporation duly organized and existing under the laws of the State of Nevada, (the “Corporation”), and John J. Dupont, a resident of Hall County, Georgia (hereinafter, “Dupont”).

EMPLOYMENT AGREEMENT – THOMAS A. DAPOGNY
Employment Agreement • October 3rd, 2005 • Utilicraft Aerospace Industries, Inc. • Nevada

This EMPLOYEE AGREEMENT (hereinafter, this “Agreement”), made and entered this 10th day of December, 2004, by and between Utilicraft Aerospace Industries, Inc., a corporation duly organized and existing under the laws of the state of Nevada, (the “Corporation”), and Thomas A. Dapogny, a resident of Duluth, Georgia (hereinafter, “Dapogny”).

Aircraft Lease Agreement
Aircraft Lease Agreement • October 3rd, 2005 • Utilicraft Aerospace Industries, Inc.

Utilicraft Aerospace Industries, Inc.(UTILICRAFT) agrees to lease Cessna 414A N4684N, Ser. No. 414-0074 from JD Aero, LLC for a lease term of 5 years from this date, July 1, 2005.

EMPLOYMENT AGREEMENT – SCOTT JACOX
Employment Agreement • October 3rd, 2005 • Utilicraft Aerospace Industries, Inc. • Nevada

This EMPLOYEE AGREEMENT (hereinafter, this “Agreement”), made and entered this 1st day of August, 2005, by and between Utilicraft Aerospace Industries, Inc., a corporation duly organized and existing under the laws of the state of Nevada, (the “Corporation”), and Scott Jacox, a resident of Provo, Utah (hereinafter, “Jacox”).

PURCHASE AGREEMENT # DATED March 18, 2005 AN AIRCRAFT SUB-ASSEMBLY MANUFACTURING AGREEMENT BETWEEN UTILICRAFT AEROSPACE INDUSTRIES, INC. AND METALCRAFT TECHNOLOGIES, INC.
Purchase Agreement • October 3rd, 2005 • Utilicraft Aerospace Industries, Inc. • Utah

THIS AIRCRAFT SUB-ASSEMBLY MANUFACTURING AGREEMENT, aka “PURCHASE AGREEMENT # , DATED [WHEN]” (hereinafter “Agreement”) is entered into as of [WHEN] (hereinafter referred to as “Effective Date”) by and between Utilicraft Aerospace Industries, Inc., a Nevada corporation having a place of business in Lawrenceville, Ga (hereinafter referred to as “UTILICRAFT”), and Metalcraft Technologies, Inc. (hereinafter referred to as “Metalcraft”), a Utah corporation having a place of business in [ILLEGIBLE] City, Utah.

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