NEW AIRLINE, INC.
                12,000,000 SHARES - COMMON STOCK
                                
                     SUBSCRIPTION AGREEMENT


Ladies and Gentlemen:

     The  following information is furnished in connection  with
the  undersigned's subscription for shares of Common Stock  (the
"Common  Stock")  of  NEW AIRLINE, INC., a Delaware  corporation
(the "Company"), and for you to determine whether I am qualified
to purchase the shares of Common Stock pursuant to Regulation  D
promulgated  under the Securities Act of 1933, as  amended  (the
"Securities Act") and comparable provisions of applicable  state
securities  laws. I, the undersigned, understand that  you  will
rely  upon  the  following  information  for  purposes  of  such
determination, and that the shares of Common Stock will  not  be
registered  under  the  Securities  Act  in  reliance  upon  the
exemption from registration provided by Sections 3(b)  and  4(2)
of  the  Securities Act, Regulation D thereunder, and comparable
provisions of applicable state securities laws.
     
     ALL  INFORMATION  CONTAINED IN THIS SUBSCRIPTION  AGREEMENT
WILL  BE TREATED CONFIDENTIALLY. However, it is agreed that  you
may   present  this  document  to  such  parties  as  you   deem
appropriate if called upon to establish that the proposed  offer
and   sale  of  the  shares  of  Common  Stock  is  exempt  from
registration  under the Securities Act or meets the requirements
of  applicable state securities laws. I understand that a  false
statement   by   me   will  constitute   a   violation   of   my
representations and warranties under this Subscription Agreement
and  may  also constitute a violation of law, for which a  claim
for damages may be made against me.  My investment in the shares
of   Common  Stock  will  not  be  accepted  until  the  Company
determines  that I satisfy all of the suitability standards  set
forth in the Private Offering Memorandum (the "Memorandum"). See
"WHO MAY INVEST."
     
     I,  the undersigned Subscriber, hereby supply you with  the
following information and representations:
     
     1.   FULL NAME:  RIO HOTEL & CASINO, INC. OR ASSIGNS
     
     2.   BUSINESS ADDRESS (NO P.O. BOXES) AND TELEPHONE NUMBER:
     
               3700 West Flamingo Road
               Las Vegas, Nevada 89103
               Attention:  James A. Barrett, Jr.
               Telephone (702) 252-7777

<PAGE>
     
     3.   BUSINESS ADDRESS AND TELEPHONE NUMBER:


     
     4.   STATE IN WHICH THE UNDERSIGNED MAINTAINS PRINCIPAL
RESIDENCE:
     
               N/A
     
     5.  STATE IN WHICH THE UNDERSIGNED IS REGISTERED
TO VOTE:
     
               N/A

     6.  IF THIS INVESTMENT IS TO BE MADE BY AN ENTITY (I.E.
PARTNERSHIP, CORPORATION, TRUST, PENSION PLAN, PROFIT-SHARING
PLAN), THE UNDERSIGNED FURTHER REPRESENTS TO YOU AS FOLLOWS:
     
         (A)  NAME AND ADDRESS OF ENTITY MAKING PURCHASE
(USE FULL LEGAL NAME):
     
               See 1
     
         (B)  NAME AND ADDRESS OF PERSON REPRESENTING
INVESTMENT DECISION FOR ABOVE ENTITY:
     
               James A. Barrett, Jr.
     
         (C)  POSITION OR TITLE OF PERSON MAKING INVESTMENT
DECISION FOR ABOVE ENTITY:
     
               President
     
     7.  BASED ON THE DEFINITION OF AN "ACCREDITED INVESTOR"
WHICH APPEARS BELOW, I CERTIFY THAT I AM AN ACCREDITED INVESTOR
(INITIAL "YES" OR "NO").
     
     Yes   X   No
         -----    -----

     Investors indicating a "Yes" answer, please complete both
Questions 7A AND 7B.
     
                                2
<PAGE>

Investors indicating a "No" answer, please proceed to Question
7B.

      7A. I CERTIFY THAT I AM AN ACCREDITED INVESTOR
 BECAUSE I FALL WITHIN ONE OF THE FOLLOWING CATEGORIES:

       (PLEASE INITIAL NEXT TO THE APPROPRIATE CATEGORY)

            (A) ____ $1,000,000 NET WORTH NATURAL PERSON. A
      natural  person whose individual net worth, or  joint
      net  worth with that person's spouse, at the time  of
      his purchase exceeds $1,000,000.

            (B)  ____   $200,000 INCOME NATURAL  PERSON.  A
      natural person who had "Individual Income" in  excess
      of  $200,000 in each of the two most recent years  or
      joint  income with that person's spouse in excess  of
      $300,000  in each of those years and has a reasonable
      expectation of reaching the same income level in  the
      current  year. (See definition of "Individual Income"
      under   the   caption  "WHO  MAY   INVEST"   in   the
      Memorandum.)

            (C)  X    PARTNERSHIP, CORPORATE OR OTHER ENTITY
      INVESTORS.    The   investor   is   a    partnership,
      corporation or unincorporated association and all  of
      the   equity   owners  of  that  entity  qualify   as
      Accredited  Investors under subparagraph (a)  or  (b)
      above.  Investors  that check this  subparagraph  (c)
      must  furnish  a  separate copy of this  Subscription
      Agreement for each equity owner with items 1  through
      7B  completed and executed on the Signature  Page  by
      each such equity owner.

            (D)   ___  REVOCABLE  OR  GRANTOR  TRUST.   The
      Investor  is  a revocable or grantor trust  and  each
      Person  with the power to revoke the trust  qualified
      as  an  Accredited Investor under (a) or  (b)  above.
      Investors  that  check  this  subparagraph  (d)  must
      furnish   a   separate  copy  of  this   Subscription
      Agreement  for each Person with the power  to  revoke
      the  trust  with  items l through  7B  completed  and
      executed on the Signature Page by each such Person.

            (E) ____ INVESTMENT DECISION BY PLAN FIDUCIARY.
       The  Investor is an employee benefit Plan within the
       meaning of Title I of the Employee Retirement Income
       Security Act of 1974, and the investment decision is
       made  by  a  Plan fiduciary, as defined  in  Section
       3(21) of such Act which is a bank, savings and  loan
       association,   insurance   company   or   registered
       investment advisor.

            (F) ____ SELF-DIRECTED PLAN-INVESTMENT DECISION
       SOLELY  BY ACCREDITED INVESTOR. The Investor  is  an
       employee benefit Plan within the meaning of Title  I
       of  the  Employee Retirement Income Security Act  of
       1974,    the   Plan   provides   for   self-directed
       investments  by  the  Plan  Participant(s)  AND  the
       purchase  of  the  shares of Common  Stock  is  made
       pursuant to an exercise by a Plan
            
                                3
<PAGE>
            
      Participant,  who  is  an Accredited  Investor  under
       subparagraph  (a)  or (b) above, of  such  power  to
       direct the investments of his or her interest in the
       Plan.  This Subscription Agreement must be completed
       and executed by such Plan Participant.

           (G) _____OTHER ACCREDITED INVESTOR--PLEASE
           DESCRIBE:




      7B. (ALL INVESTORS COMPLETE) I FURTHER REPRESENT TO YOU
      AS FOLLOWS:

           (A) EMPLOYER AND POSITION OF PERSON MAKING
           INVESTMENT DECISION:





           (B) PRIOR EMPLOYMENT (5 YEARS) OF PERSON MAKING
      INVESTMENT DECISION:

             Employer  (1) ______________________________
                                  
                       (2) ______________________________
                                  
             Nature of (1) ______________________________
             Duties                     
                       (2) ______________________________
                                  
             Dates of Employment (1)___________ (2) __________

                                4
<PAGE>



          (C)  PRIOR INVESTMENTS OF PURCHASER

                      AMOUNT (Cumulative):
-----------------------------------------------------------------
REAL ESTATE     Up to            $250,000 to     Over $500,000
None _____      $250,000 _____   $500,000 _____  _____
                                                 
STOCKS          Up to            $250,000 to     Over $500,000
None _____      $250,000 _____   $500,000 _____  _____
                                                 
BONDS           Up to            $250,000 to     Over $500,000
None _____      $250,000 _____   $500,000 _____  _____
                                                 
OTHER           Up to            $250,000 to     Over $500,000
None _____      $250,000 _____   $500,000 _____  _____


          (D)  MY "INDIVIDUAL INCOME" FROM ALL SOURCES IS AT
LEAST:
                                                     
1994 (ACTUAL)    ____$150,000  ____$200,000  ____$300,000   ____$400,000

                                                     
1995 (ACTUAL)    ____$150,000  ____$200,000  ____$300,000   ____$400,000
                                                      
1996 (ACTUAL)    ____$150,000  ____$200,000  ____$300,000   ____$400,000
                                                     
1997 (ESTIMATED) ____$150,000  ____$200,000  ____$300,000   ____$400,000



          (E)  MY JOINT INCOME WITH MY SPOUSE IS AT LEAST:
                                                     
1994 (ACTUAL)    ____$150,000  ____$300,000  ____$400,000   ____$500,000

                                                     
1995 (ACTUAL)    ____$150,000  ____$300,000  ____$400,000   ____$500,000
                                                      
1996 (ACTUAL)    ____$150,000  ____$300,000  ____$400,000   ____$500,000
                                                     
1997 (ESTIMATED) ____$150,000  ____$300,000  ____$400,000   ____$500,000

                                5
<PAGE>

     (F)  MY  PERSONAL NET WORTH, EITHER INDIVIDUALLY OR WITH  MY
SPOUSE, IS IN EXCESS OF:


_____  $250,000, exclusive of home, home furnishings and automobiles

_____  $500,000, exclusive of home, home furnishings and automobiles

_____  $750,000, exclusive of home, home furnishings and automobiles

_____  $1,000,000, including all personal assets and liabilities

_____  $2,500,000, including all personal assets and liabilities

_____  $5,000,000, including all personal assets and liabilities

     (G)   I  REPRESENT THAT I EITHER: (PLEASE CHECK  APPROPRIATE
CATEGORY)

_____  Have such knowledge and experience in financial and business
       matters that I am capable of evaluating the merits and risks
       of  the  investment  and  am  not  relying  upon a Purchaser
       Representative and do not need one; or

_____  Have obtained the services of  a Purchaser Representative as
       defined  in   Regulation D ("Purchaser Representative"),  in
       connection herewith whose name is:
       ____________________________________________________________

(The  Purchaser Representative submits for your files a copy  of
the   attached  Purchaser  Representative  Questionnaire.)   The
undersigned   and   the  above-named  Purchaser   Representative
together  have  such knowledge and experience in  financial  and
business matters that they are capable of evaluating the  merits
and risk of the investment in the shares of Common Stock.

     (H) PLEASE DESCRIBE YOUR EDUCATIONAL BACKGROUND:
________________________________________________________________
________________________________________________________________
________________________________________________________________


                                6
<PAGE>

     (I)  PLEASE  INDICATE YOUR PRINCIPAL SOURCES OF  INVESTMENT
KNOWLEDGE OR ADVISE (CHECK ALL THAT APPLY):

_____ First hand investment experience (____years)
_____ First hand business experience
_____ Employment experience
_____ Education
_____ Financial, trade or industry publications
_____ Investment professionals (brokers, investment advisors, bankers)
_____ Other professionals (attorney or accountant)

8.   REPRESENTATIONS AND WARRANTIES. I, the undersigned,represent and
warrant as follows:

      (a)  I have received and have carefully reviewed
the   Memorandum  and  have  relied  solely   on   the
information   contained   therein,   and   information
otherwise provided to me in writing by the Company.  I
understand  that  all  documents,  records  and  books
pertaining to this investment have been made available
by  the  Company for inspection by me or my  attorney,
accountant and Purchaser Representative. I am familiar
with   the  Company's  business  objectives  and   the
financial arrangements in connection therewith  and  I
believe  that  the  shares  of  Common  Stock   I   am
purchasing are the kind of securities that I  wish  to
hold for investment and that the nature and amount  of
the  shares  of  Common Stock are consistent  with  my
investment  program. I and my advisor(s)  have  had  a
reasonable opportunity to ask questions of and receive
answers  from  the officers of the Company  concerning
the  Company  and the shares of Common Stock  and  all
such   questions  have  been  answered  to   my   full
satisfaction. I, or my representatives, have made such
investigation of the facts and circumstances set forth
in  the Memorandum in connection with the purchase  of
the shares of Common Stock as I have deemed necessary.
No  representations  have  been  made  or  information
furnished  to  me  or my advisor(s)  relating  to  the
Company  or the shares of Common Stock which  were  in
any way inconsistent with the Memorandum.

     (b) Subject to the terms and conditions hereof, I
hereby  irrevocably tender this Subscription Agreement
to  purchase  the  number of shares  of  Common  Stock
indicated in Paragraph 12 below. I am aware  that  the
subscription made herein is irrevocable, but that  the
Company  has  the  unconditional right  to  accept  or
reject this subscription in whole or in part, and that
the  sale  of  the  shares of  Common  Stock  pursuant
thereto  is  subject to the approval of certain  legal
matters  by  counsel and to other  conditions.  If  my
subscription is not accepted for any reason whatsoever
or,  if  the  offering made through the Memorandum  is
terminated, my money will be returned in full, without
interest, and the Company
                                
                                7
<PAGE>

will  be relieved of any responsibility  or  liability
which  might  be deemed to arise out of  my  offer  to
subscribe for any shares of Common Stock.

       (c)   I   and,  if  applicable,  my   Purchaser
Representative have carefully reviewed the  Memorandum
and all other documents or information furnished to me
by  the Company. I have, either alone or together with
my  Purchaser  Representative(s), such  knowledge  and
experience in business and financial matters  as  will
enable  me  to  evaluate the merits and risks  of  the
prospective   investment  and  to  make  an   informed
investment decision. I am also aware that no state  or
federal agency has reviewed or endorsed the Memorandum
or the shares of Common Stock, that the Company has no
prior  financial or operating history, that the shares
of  Common  Stock  involve a high degree  of  economic
risk, and that there is, and will be, no public market
for the shares of Common Stock.

      (d)  I have been advised and am fully aware that
investing   in  the  Company  is  a  speculative   and
uncertain  undertaking the advantages and benefits  of
which  are  generally limited to a  certain  class  of
investors and that shares of Common Stock may be  sold
only  to  persons  who understand the  nature  of  the
proposed  operations of the Company and for  whom  the
investment is suitable. I represent that I  meet  such
suitability requirements.

     (e) I meet the requirements of a purchaser as set
forth  in  the Memorandum under the caption  "Who  May
Invest."

     (f) I have relied on my own tax and legal adviser
and  my  own investment counselor with respect to  the
income  tax and investment considerations of ownership
of  the  shares  of  Common  Stock  described  in  the
Memorandum.

      (g)  I  certify that either (i) I have a current
net  worth  (either individually or  jointly  with  my
spouse) of at least $500,000, exclusive of home,  home
furnishings and automobiles, and reasonably anticipate
that  I  will  have an individual income of  at  least
$150,000  in  the  year in which I subscribe  for  the
shares  of Common Stock (without including any  income
of  my  spouse  unless my spouse is a co-investor)  or
(ii)  I  have a current net worth, either individually
or  jointly  with  my  spouse, of at  least  $750,000,
exclusive of home, home furnishings and automobiles.

      (h)  I  understand  that  the  Company  has  not
registered   the  shares  of  Common  Stock   or   any
securities into which the shares of Common  Stock  may
be  convertible under the Securities Act of  1933,  as
amended  (the  "Securities Act"),  or  the  applicable
securities  laws of any sate in reliance on exemptions
from  registration.  I  further understand  that  such
exemptions  depend upon my investment  intent  at  the
time I acquire the shares of Common Stock. I therefore
represent and warrant that I am purchasing the  shares
of  Common Stock for my own account for investment and
not with a view to distribution, assignment, resale or
other  transfer of the shares of Common Stock.  Except
as  specifically stated herein, no other person has  a
direct or indirect beneficial interest in my shares of
Common  Stock. Because the shares of Common Stock  are
not  registered,  I am aware that  I  must  hold  them
indefinitely  unless  they are  registered  under  the
Securities  Act  and any applicable  state  securities
laws   or   I   must  obtain  exemptions   from   such
registration. I acknowledge that the Company is  under
no  duty  to  register the shares of Common  Stock  or
comply with any exemption in connection with my  sale,
transfer  or other disposition under applicable  rules
and  regulations. I understand that  in  the  event  I
desire  to sell, assign, transfer, hypothecate  or  in
any way alienate or encumber my shares of Common Stock
in  the  future, except as specifically authorized  by
the  Company, the Company can require that I  provide,
at  my own expense, an opinion of counsel satisfactory
to the Company to the effect that such action will not
result  in a violation of applicable federal or  state
securities  laws  and regulations or other  applicable
federal or state laws and regulations.

      (i) The solicitation of an offer to purchase the
shares  of  Common Stock was directly communicated  to
me,  and  any Purchaser Representative(s) that  I  may
have,  through  the  Memorandum.  At  no  time  was  I
presented with or solicited by or through any leaflet,
public  promotional  meeting, circular,  newspaper  or
magazine article, radio or television advertisement or
any  other  form of general advertising in  connection
with such communicated offer.
            
      (j) I recognize that investment in the shares of
Common  Stock  involves certain risks and  I,  and  my
Purchaser    Representative(s),   have   taken    full
cognizance  of and understand all of the risk  factors
related to the business objectives of the Company  and
the  purchase of the shares of Common Stock  including
those  risk factors set forth under the caption  "RISK
FACTORS" in the Memorandum.

      (k)  All information that I have provided herein
including,  without limitation, information concerning
myself,  my  financial position and  my  knowledge  of
financial  and  business  matters  and  that   of   my
Purchaser  Representative, is correct and complete  as
of  the  date  hereof,  and if  there  should  be  any
material  change  in  such information  prior  to  the
acceptance  of  this Subscription, I will  immediately
provide the Company with such information.

       (l)   If   the  Subscriber  is  a  corporation,
partnership, trust unincorporated association or other
entity,  it is authorized and otherwise duly qualified
to  purchase  and  hold  the shares  of  Common  Stock
subscribed hereunder; such entity has not been  formed
for the specific purpose of acquiring shares of Common
Stock. If the Subscriber is a trustee and is acquiring
the  shares of Common Stock for the trust of which  he
is  a  trustee,  he has sought the advice  of  counsel
regarding whether the purchase of the shares of Common
Stock  is an authorized trust investment and has  been
advised by counsel that after reviewing the applicable
state law and the terms of the trust instrument,  such
counsel is of the opinion that the undersigned has the
authority  to purchase the shares of Common Stock  for
the trust.

      (m) If the Subscriber is an individual, he is 21
years  of age, or if the Subscriber is an association,
all of its members are of such age.

      9.      INDEMNIFICATION.  I agree to  indemnify  and  hold
 harmless the Company, its directors, officers, agents  and  its
 other  Affiliates from and against all damages,  losses,  costs
 and  expenses (including reasonable attorney's fees) which they
 may  incur by reason of my failure to fulfill any of the  terms
 or  conditions of this Subscription Agreement, or by reason  of
 any   untrue  statement  made  herein  or  any  breach  of  the
 representations and warranties made herein or in  any  document
 that I have provided to the Company.

      10.      RESTRICTIVE  LEGEND.  I  hereby  acknowledge  and
 consent to the placement of the following restrictive legend on
 the certificate(s) or other document(s), if any, evidencing the
 shares of Common Stock:

      THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER  THE
      SECURITIES  ACT  OF  1933  OR  ANY  APPLICABLE  STATE
      SECURITIES  LAWS,  AND THEY MAY NOT  BE  OFFERED  FOR
      SALE,  SOLD,  TRANSFERRED,  PLEDGED  OR  HYPOTHECATED
      WITHOUT  AN  EFFECTIVE REGISTRATION  STATEMENT  UNDER
      THE  SECURITIES  ACT AND UNDER ANY  APPLICABLE  STATE
      SECURITIES   LAWS,   OR   AN  OPINION   OF   COUNSEL,
      SATISFACTORY  TO THE COMPANY, THAT AN EXEMPTION  FROM
      SUCH REGISTRATION IS AVAILABLE.

      11.     MISCELLANEOUS.

           (a) I agree that I may not cancel, terminate  or
      revoke  this Agreement or any covenant hereunder  and
      that  this  Agreement  shall  survive  my  death   or
      disability  and  shall  be  binding  upon  my  heirs,
      executors, administrators, successors and assigns.

           (b)  This  Agreement shall be enforced, governed
      and  construed in all respects in accordance with the
      laws of the State of Arizona.

           (c)  Within 10 days after receipt of  a  written
      request  from  the Company, I agree to  provide  such
      information   and   to  execute  and   deliver   such
      documents  as reasonably may be necessary  to  comply
      with  any  and all laws and ordinances to  which  the
      Company is subject.

12.   SUBSCRIPTION.

      (a)  I hereby subscribe for shares of Common Stock as
follows:

           (i)  Number of shares of Common Stock* (minimum
                of 100,000 shares):               3,000,000


           (ii) Price per Shares:                   X $5.00

           (iii)Total Investment:               $15,000,000

* See file for voting vs. non-voting.

      (b)  I  hereby  agree   that  within seven  days  of  being
        notified that the Company has accepted subscriptions  for
        shares  of  Common  Stock equal to or  greater  than  $50
        million, I will take the following actions:
        
           (i)   I  will tender funds via wire transfer  to
           the  escrow  account identified in  the  notice.
           Such  funds will be held in escrow and will  not
           be  released  to the Company until  at  least  a
           total   of   $50   million  is   received   from
           subscribers to this Offering.
         
           (ii)  I  will deliver to the Company an executed
           copy  of  the Shareholder Agreement between  the
           Company and me.

13.  REGISTRATION AND ADDRESS

___________________________________________________________

___________________________________________________________

___________________________________________________________
(Please Print Name(s) in which the shares of Common Stock
subscribed are to be registered.)

___________________________________________________________
Social Security or Taxpayer II) Number of each purchaser.

COMMUNICATIONS TO BE SENT TO (CHECK ONE):

Home ________________________   Business __________________

Please check with address you use on your income tax returns:

Home ________________________   Business _________________

_______________________________
* See file for voting US. Non-Voting

                   
FORM OF OWNERSHIP (CHECK ONE)

_____(a)  Individual Ownership
_____(b)  Joint tenants with right of survivorship (both or all
          parties; Signatures required)
_____(c)  Community Property (one signature required if held in
          one name; two if held in both names)
_____(d)  Tenants in Common (all parties; signatures required)
_____(e)  Partnership*
__X__(f)  Corporation*
_____(g)  Limited Liability Company*
_____(h)  Other* (Trust, etc.) (please specify)

*IF  (E),  (F),  (G)  OR (H) ARE CHECKED,  DOCUMENTS  INCLUDING
PARTNERSHIP   OR  CORPORATE  RESOLUTION  OR  TRUST   OR   OTHER
AGREEMENT,  AUTHORIZING THE SUBSCRIBER TO MAKE  THE  INVESTMENT
MUST ACCOMPANY THIS SUBSCRIPTION.

<PAGE>
                                
                        NEW AIRLINE, INC.
                     A DELAWARE CORPORATION
                         SIGNATURE PAGE

     The   undersigned  Subscriber,  desiring  to   purchase
shares of Common Stock (the "Common Stock") pursuant to  the
Private  Offering  Memorandum  (the  "Memorandum")  of   NEW
AIRLINE,  INC.,  a Delaware corporation (the "Company"),  by
executing this Signature Page, hereby agrees to be bound  by
all  terms  of  this  Subscription Agreement,  and  further,
hereby  executes, adopts, makes, confirms and agrees to  all
terms,  conditions, representations and warranties  of  this
Subscription Agreement.

      Dated as of 19th day of June, 1998.

/s/ James A. Barrett, Jr., President
------------------------------------------------------------
Signature (If signing on behalf of an entity, state capacity
in which you are signing)

 
Number of Shares of Common Stock

Three Million (See file for voting vs. non-voting)
------------------------------------------------------------
Signature of Co-investor (if any)

Amount paid in upon Subscription

------------------------------------------------------------
Print Name of Subscriber

------------------------------------------------------------
Print Name of Co-investor (if any)

 
                         ACKNOWLEDGEMENT
 
STATE OF          )
                  ) ss.
County of         )

      On the 19th day of June, 1998,  before my personally
appeared JAMES A. BARRETT (and) _____________________________,
known to me to be the individual(s) described therein and
acknowledged the foregoing instrument and that (he) (she) (they)
executed the same, being authorized to do so in the capacity
indicated.

                                   /s/ Kathleen M. Muldoon
                                   ----------------------------
                                   Notary Public

KATHLEEN M. MULDOON
Notary Public - State of Nevada
Clark County
93-0955-1  My Appt. Expires February 10, 2001

<PAGE>

                          CERTIFICATION

      Based   on   information  obtained  from  the   Subscriber
concerning his investment objectives, his other investments  and
his    financial   situation   and   needs,   the    undersigned
broker-dealer  has  reasonable  grounds  to  believe   that   an
investment  in  the  shares of Common Stock of  the  Company  is
suitable   for   the  Subscriber.  Prior  to  the   Subscriber's
executing  this Subscription Agreement, the undersigned  broker-
dealer  has  informed  the Subscriber of  any  compensation  the
undersigned broker-dealer shall receive on account of  the  sale
of  the  shares  of Common Stock herein and all pertinent  facts
relating  to  an  investment  in the  shares  of  Common  Stock,
including  the  risk  factors disclosed in the  Memorandum.  The
undersigned  believes  that the representations  and  warranties
expressed above are true and correct.


                                  Schroder & Co. Inc.
                                  
                                  
                                  
                                  By:___________________________
                                       Authorized Signature


Subscription accepted by the Company:  Dated: _____________


                                  NEW AIRLINE, INC.
                                  
                                  
                                  ______________________________
                                  Michael J. Conway


<PAGE>

                        NEW AIRLINE, INC.
             PURCHASER REPRESENTATIVE QUESTIONNAIRE


Ladies  and  Gentlemen:                         Date:_____, 1998

      The following information is furnished to you so that you
 may    determine    whether    the    undersigned's    client,
 _______________________________________________________________
 ____  (the  "Purchaser"),  together with  the  undersigned  and
 other  purchaser representatives, if any, have  such  knowledge
 and  experience in financial and business matters to be capable
 of  evaluating  the  merits and risks of an investment  in  the
 shares  of  Common Stock (the "Common Stock") of  New  Airline,
 Inc.  (the "Company") as required under Securities and Exchange
 Commission  Regulation  D ("Regulation  D")  and  corresponding
 provisions  of applicable state securities laws.  I  understand
 that  you  will rely upon the information contained herein  for
 purposes  of such determination, and that the shares of  Common
 Stock  will not be registered under the Securities Act of 1933,
 as  amended  (the  "Securities  Act"),  in  reliance  upon  the
 exemption from registration provided by Sections 3(b) and  4(2)
 of   the  Securities  Act  and  Regulation  D  thereunder   and
 corresponding provisions of applicable state securities laws.

      All   information   contained  herein  will   be   treated
 confidentially.  However, we agree that you  may  present  this
 Questionnaire  to  such  parties as  you  deem  appropriate  if
 called  upon to establish that the proposed offer and  sale  of
 the  shares  of Common Stock is exempt from registration  under
 the  Securities  Act  or meets the requirements  of  applicable
 state  securities laws.  I agree to advise you promptly of  any
 material  changes in the foregoing information which may  occur
 prior to the termination of the offering.
      
      I am acting as Purchaser Representative for the Purchaser
 in connection with the Purchaser's investment in the shares of
 Common  Stock and, in that connection, I furnish you with  the
 following representations and information (Please Print):
      
      1.   Name:_______________________________________________  
                  
      2.   Age:________________________________________________   

      3.   Profession (or Business) and Title, if applicable:__
______________________________________________________            

      4.   (a) Business Address:_______________________________

           (b) Telephone Number: (   )_________________________

      5.   Details  of any training or experience in  financial,
business  or tax matters which qualify me to act in the capacity
of   Purchaser   Representative  (include  current   and   prior
employment,  business  or  professional education,  professional
licenses  now  held,  SEC  or state broker-dealer  registrations
held,  and if applicable, participation in valuation of  similar
investments in the past):
      
_______________________________________________________________  
_______________________________________________________________
_______________________________________________________________
_______
  

      6.   The  undersigned has not, during the past ten  years,
(i)  been convicted, indicted or investigated in connection with
any  past  or  present criminal proceedings  (excluding  traffic
violations  and other minor offenses); or (ii) been the  subject
of  any  order,  judgment or decree of any  court  of  competent
jurisdiction   permanently   or   temporarily   enjoining    the
undersigned  from acting as an investment advisor,  underwriter,
broker  or  dealer  in  securities or as an  affiliated  person,
director  or  employee of an investment company,  bank,  savings
and  loan association of insurance company, or from engaging  in
or  continuing  any conduct or practice in connection  with  any
such activity or in connection with the purchase or sale of  any
security,  or  been the subject of any order  of  a  Federal  or
state  authority barring or suspending for more than sixty  days
the  undersigned's right to be engaged in any such activity,  or
to  be  associated  with persons engaged in any  such  activity,
which order has not been reversed or suspended.
      
      7.   I  have  such knowledge and experience in  financial,
business  and  tax  matters so as to be capable  of  evaluating,
alone  or  together with the Purchaser, the relative merits  and
risks of an investment in the shares of Common Stock.
      
      8.   There is no material relationship (within the meaning
of  Regulation D) between me or my affiliates and the Company or
its affiliates which now exists or is mutually understood to  be
contemplated  or  which has existed as  a  result  of  any  such
relationship.
      
      9.    In   advising  the  Purchaser  in  connection   with
Purchaser's  prospective investment in the Company,  I  will  be
relying  in  part on the Purchaser's own experience  in  certain
areas.
      
          Yes _____ No _____
      
      10.  In  advising  the  Purchaser in connection  with  the
Purchaser's  prospective  investment in  the  shares  of  Common
Stock,  I  will  be  relying in part  on  the  expertise  of  an
additional Purchaser Representative or Representatives.
      
          Yes _____No _____
      
      If  "Yes",  give  the names and address of such  additional
Representative or Representatives

_________________________________________________________________

_________________________________________________________________
  

     11.  I  agree  to  advise  you promptly  of  any  material
changes  in the foregoing information which may occur prior  to
the termination of the offering.


                           _____________________________________
                           SIGNATURE OF PURCHASER REPRESENTATIVE



                           Date                ,  199___________