Exhibit 10.20


 


FIRST
AMENDMENT TO

EMPLOYMENT AGREEMENT - JOHN J. DUPONT


 


Effective as of 12/10/04


 


This FIRST AMENDMENT TO
EMPLOYEE AGREEMENT - JOHN J. DUPONT (hereinafter, the “Amendment”), is made and
entered into this 22nd day of February, 2006, by and between Utilicraft
Aerospace Industries, Inc. (hereinafter, the “Corporation”), a corporation duly
organized and existing under the laws of the state of Nevada, and John J.
Dupont (hereinafter, “ Dupont ”). The Corporation and Dupont are
collectively referred to herein as the “Parties.”


 


WITNESSETH:


 


WHEREAS, on December 10,
2004, the Corporation and Dupont executed that certain EMPLOYMENT AGREEMENT –
JOHN J. DUPONT (the “Employment Agreement”) for the purpose of setting forth
the terms of the Corporation’s employment of Dupont as President and Chief
Executive Officer of the Corporation; and


 


WHEREAS, the Corporation has
filed a registration statement on Securities and Exchange Commission Form SB-2
to effect registration of certain shares of its common stock for sale by
certain shareholders of the Corporation thereby subjecting the Corporation to
certain rules and regulations applicable to issuers of publicly registered
securities including the Securities Exchange act of 1934 (the “Exchange Act”);
and


 


WHEREAS, Paragraph 5.2 and
the related subsections of the Employment Agreement provide for a loan from the
Corporation to Dupont for up to $500,000 subsequent to the Corporation
achieving “major start-up financing”; and


 


WHEREAS, Section 13(k) of
the Exchange Act prohibits personal loans to directors and executive officers
of issuers of publicly registered securities; and


 


WHEREAS, as of the date of
this Amendment, the Corporation as not achieved major start up financing, and
no amounts have been loaned by the Corporation to Dupont pursuant to Employment
Agreement Paragraph 5.2; and


 


WHEREAS, the Parties desire
to amend the Employment Agreement for the purpose of bringing its terms into
conformity with Exchange Act section 13(k);


 


NOW THEREFORE, for and in
consideration of the premises, the agreements that are set forth herein, and
other good and valuable consideration, the receipt, adequacy, and sufficiency
of which are hereby acknowledged, the Parties hereby agree that the Employment
Agreement is amended as follows:


 

















 


1.             Recitals. The foregoing recitals are true, correct, and complete and constitute
the basis for this Amendment and they are incorporated herein for all purposes.


 


2.             Deletion of Employment Agreement Paragraph
5.2. The Parties hereby
agree that the Employment Agreement shall be amended to delete Paragraph 5.2
thereof in its entirety including all subsections of Paragraph 5.2, and that
the Corporation shall have no obligation to make any personal loan to Dupont
pursuant to the terms of the Employment Agreement as hereby amended.


 


This Amendment is executed
and entered into on the 22nd day of February, 2006, to be effective December
10, 2004.


 


 


	
  Utilicraft
  Aerospace Industries, Inc.

  
	
   

  
	
  By:

  	
  

  	
   

  
	
  Name:

  	
  Robert D. Boland

  	
   

  
	
  Title:

  	
  VP General Manager

  	
   

  
	
   

  	
   

  
	
  

  	
   

  
	
  John J.
  Dupont