<PAGE>
EXHIBIT 99

                               THE
                               AEROSTRUCTURES
                                  CORPORATION



March 22, 2001

IN REPLY REFER TO:
01-AUC-RLJ-003

American Utilicraft Corporation
300 Petty Road NE, Suite B
Lawrenceville, GA 30043

ATTENTION: Mr. John Dupont

SUBJECT:   Proposed Amendment for Additional Services on the FF-1080-200

Ref:       Technical Services Purchase Agreement dated December 1, 2000

Over the last few months, our two companies have discussed various next steps
for the continued engineering development on the FF-1080-200 program. We concur
with the assessment that the prudent next phase of concept development should be
focused on the empennage of the aircraft. This will provide a continuation of
the aircraft design concept while allowing time for American Utilicraft
Corporation to define significant program definitions that impact the wing.

Aerostructures has identified the attached possible empennage task and is
pleased to provide it for your consideration. American Utilicraft, pursuant to
section 2.1 of the Technical Services Purchase Agreement, may incorporate this
task as an additional Order to Seller.

o    The period of performance shall be April 01, 2001 to July 27, 2001.
o    The purchase price is $280,000.
o    All terms remain as per the Agreement.

Aerostructures proposes that the modification of the changes clause, reference
letter 00-GEN-RLJ-005 dated December 1, 2000, be postponed until we agree on the
next phase of this effort. Additionally, Aerostructures submits the addition of
clause 24.0, Assignment.

We look forward to the incorporation of Amendment 1 and our continued
relationship with American Utilicraft Corporation.

Sincerely,
The Aerostructures Corporation


/s/ R.L. Johnson
R.L. Johnson
Contracts Director


Attachment

                              1431 Vultee Boulevard
                            Nashville, TN 37217-2206
                       Contracts Management (615-360-5288)


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<PAGE>

                                AMENDMENT NO. 1
                                       TO
                      TECHNICAL SERVICES PURCHASE AGREEMENT
                                     BETWEEN
                         THE AEROSTRUCTURES CORPORATION
                                       AND
                         AMERICAN UTILICRAFT CORPORATION

                                  APRIL 1, 2001


         The Technical Services Purchase Agreement Relating to Engineering
Services ("Agreement") between The Aerostructures Corporation ("TAC"), and
American Utilicraft Corporation ("AUC"), dated December 1, 2000, shall be
amended as follows:

The following additional order (Paragraph 2.2) is added to the agreement as
follows:

         2.2 ADDITIONAL ORDER

         Concept/Technical Definition for Preliminary Design of Empennage

         (a)      Seller agrees to develop a technical definition that will be
                  used to evaluate cost and technical viability for the
                  FF-1080-200 Empennage. This is expected to include Concept
                  Development Drawings for the FF-1080-200 Empennage. This is
                  expected to include Concept Development Drawings for the
                  Horizontal Stabilizer (box, leading edge, and tip), Vertical
                  Stabilizer (box, leading edge, and tip), H to V interface,
                  Fuselage interface, Elevator (structure, drive, tab, and
                  motion), Rudder (structure, drive, tab, and motion), and
                  Dorsal Fin. Systems provisions to be considered include cable
                  routings, and electrical systems routings. All drawings shall
                  be created using CATIA. A preliminary drawing tree and
                  preliminary bill of material shall be furnished.

                  TAC is not responsible for system concept development or
                  design. TAC is responsible only for provisions for systems
                  routing and structure for the systems to attach to. The
                  completeness of the systems routing and provisions design on
                  the concept drawings is a function of the maturity of the
                  information from the systems provider if specific information
                  is not available for a particular system, a best practice
                  assumption will be made for the purposes of completing the
                  concept drawings.

                  TAC furnished Elevator and Rudder systems motions and geometry
                  shall be provided for preliminary layout and pricing efforts
                  only. Any aircraft performance or stability and control issues
                  related to these systems shall be verified by AUC.

                  In addition, TAC will provide preliminary internal loads
                  development for the empennage components.

         (b)      The period of performance is for April 1, 2001, to July 27,
                  2001.

         (c)      The agreed to price is $280,000.


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<PAGE>


Paragraph 24.0 is added as follows.

         24.0 ASSIGNMENT

         TAC shall have the right to assign all or any portion of this
         Agreement, and any Purchase Orders issued pursuant to this Agreement,
         to TAC's affiliated companies, successor companies, or designated
         subcontractors.


         Except as amended herein, the Agreement shall remain in full force and
         effect.

EXECUTED in duplicate originals as of the date and year first set forth above by
the duly authorized representatives of the parties.



AMERICAN UTILICRAFT CORPORATION         THE AEROSTRUCTURES CORPORATION

By: /s/ John J. Dupont                  /s/ R.L. Johnson
Name: John J. Dupont                    Name: R.L. Johnson
Title: President-CEO                    Title: Contracts Director
Date: 23 March 2001                     Date: 23 March 2001






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<PAGE>

                               THE
                               AEROSTRUCTURES
                                  CORPORATION




IN REPLY REFER TO:
O1-GEN-SJW-014

July 16, 2001


Mr. John J. DuPont
President, CEO, Chairman
American Utilicraft Corporation
300 Petty Road, NE, Suite B
Lawrenceville, GA 30043

RE:      Amendment No: 2 to Technical Services Purchase Agreement

Dear John:

We are pleased to present the enclosed Amendment No. 2 to the Technical Services
Purchase Agreement between The Aerostructures Corporation and American
Utilicraft Corporation. This amendment includes:

         1.       Revision of the Statement of Work for the preliminary design
                  of the FF-1080-200 empennage to include CATIA 3-D Solid
                  Definition Models as part of the deliverable;

         2.       Extension of the period of performance for the preliminary
                  design of the FF-1080-200 empennage from July 27, 2001, to
                  August 31, 2001; and

         3.       Addition of Paragraph 2.3, Statement of Work and deliverables
                  for the preliminary design of the FF-1080-200 fuselage, with a
                  period of performance of July 16, 2001, to November 30, 2001,
                  at a price of $380,000, payable in four equal monthly
                  installments of $95,000 each.

If you are in agreement with these changes, please sign the enclosed originals
and return one copy for our records.

We are pleased to have the opportunity to continue working with you in the
development of the FF-1080-200 aircraft. If you have any questions or require
further information, please do not hesitate to contact me.

Sincerely,


/s/ Sandra J. White
Sandra J. White
Contract Administrator

Encl.

cc: Frank Doyal



    1431 Vultee Boulevard * Nashville, Tennessee 37217-2016 * (615) 361-2000


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<PAGE>

                                 AMENDMENT NO.2
                                       TO
                      TECHNICAL SERVICES PURCHASE AGREEMENT
                                     BETWEEN
                         THE AEROSTRUCTURES CORPORATION
                                       AND
                         AMERICAN UTILICRAFT CORPORATION

                                  July 16, 2001


         The Technical Services Purchase Agreement Relating to Engineering
Services ("Agreement") between The Aerostructures Corporation ("TAC"), and
American Utilicraft Corporation ("AUC"), dated December 1, 2000, shall be
amended as follows:

A.       Revise Paragraph 2.2, subparagraph (a), second and third sentences as
         follows:

         "(a)     .... The primary means of concept definition will be through
                  CATIA 3-D Solid Definition, with some 2-D drawings being
                  provided. This is expected to include CATIA 3-0 Solid
                  Definition Models and Concept Development drawings for...."

B.       Paragraph 2.2, subparagraph (c), is revised to extend the period of
         performance for the Preliminary Design of the Empennage from July 27,
         2001, to August 31, 2001.

C.       The following additional order (Paragraph 2.3) is added to the
         agreement as follows;

         2.3      ADDITIONAL ORDER (FUSELAGE)

         Concept/Technical Definition for Preliminary Design of Fuselage

         (a)      Seller agrees to develop a technical definition that will be
                  used to evaluate cost and technical viability for the
                  FF-1080-200 Fuselage Structure. This is expected to include
                  Preliminary Concept Development Drawings/Models, Structural
                  Loads Criteria, and Analysis Methodologies for the FF-1080-200
                  FWD, Center and Aft Fuselage sections. Preliminary design
                  concepts shall also be provided for the Side and Aft Cargo
                  Doors, Cargo Floor Sub Structure, Wing to Fuselage Joint,
                  Cargo Floor Systems Interface, and Main Gear Interface.
                  Preliminary general arrangement drawings and/or CATIA models
                  will be provided showing the layout of the frames, stringers,
                  skins, landing gear, wing, empennage, cargo door locations,
                  and systems provisions/routing paths. Preliminary tooling and
                  build concepts will be established, and any certification
                  concerns will be identified. Drawings/datasets shall be
                  created using CATIA. A preliminary drawing tree and
                  preliminary bill of material shall be furnished.

                  TAC is not responsible for system concept development or
                  design. TAC is responsible only for provisions for systems
                  routing and structure for the systems to attach to. The
                  completeness of the systems routing and provisions design on
                  the concept drawings is a function of the maturity of the
                  information from the systems provider and/or AUC. If specific
                  information is not available for a particular system, a best
                  practice assumption will be made for the purposes of
                  completing the concept drawings. The completeness of the
                  forward fuselage preliminary design concepts, however, will
                  not include systems provisions but instead will be limited to
                  a best practices general structural arrangement only due to
                  the complexities of the pilot and system interface
                  requirements in the cockpit area.



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<PAGE>

                  All preliminary engineering data/drawings/models described
                  herein are provided for information only as part of the
                  FF-1080-200 pre-prototype development effort. No warranty,
                  either written or implied, will be furnished with this
                  preliminary design data. It is anticipated that minor and/or
                  significant changes to the preliminary design will be required
                  after AUC has assembled the remaining members of the prototype
                  design and certification team to bring the preliminary design
                  defined herein to a FAA certified flight worthy prototype
                  configuration.

         (b)      The period of performance is for July 16, 2001, to November
                  30, 2001.

         (c)      The agreed to price is $380,000, payable in four equal monthly
                  installments of $95,000 each.

         Except as amended herein, the Agreement shall remain in full force and
         effect.


EXECUTED in duplicate originals as of the date and year first set forth above by
the duly authorized representatives of the parties.




AMERICAN UTILICRAFT CORPORATION         THE AEROSTRUCTURES CORPORATION

By: /s/ John J. Dupont                  /s/ Robert A. Addis
Name: John J. Dupont                    Name: Robert A. Addis
Title: President-CEO                    Title: Contracts Manager
Date: July 17, 2001                     Date: July 16, 2001



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<PAGE>


                         American Utilicraft Corporation
                          300 Petty Road N.E. Suite - B
                             Lawrenceville, GA 30043
                     Phone: (678) 376-0898 Fax: 678-376-9093
--------------------------------------------------------------------------------

                                LETTER AGREEMENT
                                ----------------

         This Letter Agreement by and between American Utilicraft Corporation, a
Delaware corporation (the "Company") and Intercoastal Financial Services
Corporation (the "Holder"), is entered into on this 4th day of April, 2001.

         In consideration of the premises hereof, and the mutual promises and
obligations contained herein, the parties agree as follows:

         The Holder shall be granted the right to purchase Ten Thousand (10,000)
fully paid and nonassessable shares of the Company's Common Stock, $O.00001 par
value, at an initial exercise price per share of $5.00 per share for each
marketmaker, up to a total of ten (10) marketmakers, whose services the Holder
obtains for the Company within sixty (60) days of a registration statement on
Form SB-2 being declared effective by the Securities and Exchange Commission.
The Company shall have two (2) weeks after being informed by the Holder of such
marketmaker to accept the services of such marketmaker, after which time the
Company shall issue the warrant for ten thousand (10,000) shares to the Holder
as described above and on substantially the same terms as contained in that
certain Common Stock Purchase Warrant No. 150 that was issued to the Holder on
even date herewith.

         IN WITNESS WHEREOF, the parties hereto have executed this Letter
Agreement as of the 4th day of April, 2001.




American Utilicraft Corporation


By: /s/ John J. Dupont

Name: John J. Dupont
Its: President, CEO

                                       35