Exhibit 10.1


                            ASSET PURCHASE AGREEMENT
                                     Between
                       FREIGHT FEEDER AIRCRAFT CORPORATION
                                       and
                      UTILICRAFT AEROSPACE INDUSTRIES, INC.


     This ASSET PURCHASE AGREEMENT  ("Agreement") is entered into as of December
12, 2007 ("Effective Date"), by and between Freight Feeder Aircraft Corporation,
a Wyoming Corporation  ("FFAC"),  and Utilicraft Aerospace  Industries,  Inc., a
Nevada Corporation ("UITA").

     1. Sale of business assets.

          (a) Sale. On the terms and subject to the conditions set forth herein,
UITA shall sell, convey,  transfer,  assign, and deliver to FFAC, and FFAC shall
purchase, acquire and accept, as provided for and subject to the limitations set
forth herein,  (i) the Utilicraft  Freight Feeder Aircraft (and all derivatives)
Rights Technology,  Intellectual Property, Contracts, Copyrights, Trademarks and
Patents  ,  including  but not  limited  to all  related  hardware,  engineering
software, and engineering data, mockups and tooling, (ii) all related technology
and intellectual,  including but not limited to all related hardware,  software,
data, related to the ETA and AFRS Patents, and (iii) equipment and furniture, as
set forth on or as  provided  for in Exhibit A (Asset  List),  all as they exist
upon the consummation of closing (collectively,  the "Assets").  With respect to
any UITA  assets,  contracts,  agreements,  properties,  business,  intellectual
property,  copyrights,  patents, trademarks that would be included in (i), (ii),
or (iii) set forth above,  that UITA obtains after the Effective Date, within 10
days of entering into or otherwise obtaining such assets, contracts, agreements,
properties,  business,  intellectual property, copyrights,  patents, trademarks,
UITA shall  provide  written  notice  thereof  to FFAC,  which  notice  shall be
accompanied by a complete and correct copy of the assets, contracts, agreements,
properties,  business,  intellectual property, copyrights,  patents, trademarks,
including  but not limited to all related  hardware,  engineering  software  and
engineering data, mockups and tooling;  FFAC shall have 30 days after receipt of
all of the  foregoing  from  UITA to accept or  reject  the  assignment  of such
assets,  contracts,  agreements,  properties,  business,  intellectual property,
copyrights,  patents,  or  trademarks.  UITA  owns  outright  and has  good  and
marketable title to all the assets and properties listed in Exhibit A.

     UITA  must  reveal  to and  notify  FFAC,  in  writing,  of all  contracts,
agreements,  memoranda of agreements and other business  arrangements  that UITA
has entered  into  related to the  Utilicraft  Freight  Feeder  Aircraft.  These
contracts,  agreements,  memoranda of agreements and other business arrangements
with Vendors and  Sub-Contractors  are listed on Exhibit A listing the assets of
UITA to be  transferred  to FFAC and such  contracts,  agreements,  memoranda of
agreements  and other  business  arrangements  are fully  assignable  to FFAC as
written without the need of any consents or approvals.

          (b) Assumption of  liabilities.  Except for those debts,  obligations,
contracts,  agreements, leases and liabilities listed on on Exhibit B (including
specifically all tax and deferred compensation  obligations,  loans and advances
made  by  shareholders  and  officers  to  UITA,  trade  debt,  amounts  due for
engineering and third-party aircraft  developers),  FFAC shall not now and/or in
the future assume, pay, perform, or discharge any debts, obligations, contracts,
agreements,   leases  and  liabilities  of  UITA  of  any  kind,  character,  or
description,  whether accrued, absolute, contingent, or otherwise (regardless of
whether  reflected  or  reserved  against  on UITA's  balance  sheets,  books of
account,  and records);  UITA agrees to fully pay or otherwise satisfy when due,
and to indemnify,  hold  harmless and defend FFAC from and against,  all claims,
debts,  liabilities,  obligations,  duties,  defense costs (including reasonable
attorneys'  fees),  judgments  and other  expenses  arising out of those  debts,
obligations,  contracts,  agreements,  leases  and/or  liabilities  of UITA  not
specifically assumed by FFAC under this Agreement.

          (c)  Assurance.  UITA warrants and  represents  that FFAC shall not be
subjected to any  liability to any third party as the result of this  Agreement,
except as otherwise provided in Section 1(c) with respect to debts,  obligations
and liabilities being assumed at Closing by FFAC and set forth on Exhibit B.

          (d)  Conveyances.  The sale,  conveyance,  transfer,  assignment,  and
delivery of the Assets shall be effected by deeds, bills, of sale, endorsements,
assignments,  drafts,  checks, and other instruments of transfer and conveyance,
in form and substance acceptable to FFAC (collectively, the "Closing Documents",
which shall be executed and delivered by UITA at closing.


<PAGE>


          (e) Additional  documents.  UITA shall, at any one or more times after
the Closing Date, upon FFAC's  request,  execute,  acknowledge,  and deliver all
further deeds,  assignments,  transfers,  conveyances,  powers of attorney,  and
assurances,  and do all other acts and things,  that are required or appropriate
to assign,  transfer,  grant,  convey,  assure,  and confirm to FFAC,  or to its
successors  and  assigns,  or to aid and assist in  collecting  and  reducing to
possession,  any of or  all  the  Assets  to  FFAC,  and/or  any  of or all  the
obligations  of UITA to be assigned to, and  assumed,  paid,  performed,  and/or
discharged by FFAC pursuant to this Agreement.

     2.  Composition  of  purchase  price.  On  the  terms  and  subject  to the
conditions herein set forth, FFAC shall issue and deliver to UITA on the Closing
Date:

          (a) Common stock. At closing,  FFAC will issue to UITA an aggregate of
fifteen million two hundred fifty thousand  (15,250,000)  restricted shares (the
"Shares") of FFAC common stock  (representing  approximately  25% of the initial
capitalization),  with a par value of $.0001 per share (the "Common Stock"), all
of  which  Shares  shall  be  registered  in the  name of  Utilicraft  Aerospace
Industries, Inc. With respect to said Shares, (i) at closing a stock certificate
representing fifteen million two hundred fifty thousand (15,250,000)  restricted
shares of Common Stock will be delivered by FFAC to UITA.

          (b) Warrants.  Subject to the  provisions  of this Section,  FFAC will
issue to UITA a warrant for 30,500,000 restricted shares of FFAC's Common Stock,
with a strike  price of US$1.00 per share of Common Stock and a term of 5 (five)
years from  first-flight,  which warrant shall be in the form attached hereto as
Exhibit C (the "Warrant").

          (c) Royalty. Subject to the provisions of this Section, FFAC agrees to
pay UITA a 1% Royalty of the Gross Aircraft Sales recorded by FFAC in accordance
with  generally  accepted  accounting  principals,   less  profit,  commissions,
royalties and mark-up on Freight Feeder  Aircraft  number 51 to Aircraft  number
2051 sold by FFAC.  The Royalties due to UITA shall be paid by FFAC on collected
receipts  from  Freight  Feeder  Aircraft  sales  by the  fifteenth  day  (15th)
following the end of each quarter that collections are made on delivered Freight
Feeder Aircraft.

          (d) Public  Company  Assistance.  FFAC  agrees to assist UITA with its
public  company  filing  requirements,  in order to keep UITA's  public  company
status intact until the later of first flight of the Freight Feeder Aircraft, or
two years from the date of this Agreement.

          (e) Restrictions and Rights.  The following  provisions shall apply to
the FFAC Shares and the Warrant (as defined below):

     (1) The Shares are not, and if and when issued  neither (i) the Warrant and
any securities issued upon exercise of the Warrant will be, registered under the
Securities Act of 1933, as amended  ("Securities Act"), or under any state "blue
sky" laws  (collectively,  "State Acts"). The Shares are, and if and when issued
(i) the Warrant and any securities  issued upon exercise of the Warrant will be,
"restricted securities," as that term is defined in U.S. Securities and Exchange
Commission  ("SEC")  Rule 144,  and may not be sold,  assigned,  transferred  or
otherwise  disposed  of  unless  registered  under  the  Securities  Act and all
applicable State Acts or unless exemptions from such  registration  requirements
are available for such transaction.


     (2) The  certificate  or  certificates  evidencing  the FFAC  Shares  to be
delivered to Utilicraft  Aerospace,  or, if and when issued,  evidencing (i) the
Warrant  and any  securities  issued upon  exercise  of the Warrant  will bear a
restrictive legend substantially in the following form as long as applicable:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933,  AS  AMENDED  (THE  "ACT"),  OR ANY  STATE  SECURITIES  LAW.  THESE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION
OR RESALE, AND MAY NOT BE SOLD,  MORTGAGED,  PLEDGED,  HYPOTHECATED OR OTHERWISE
TRANSFERRED   WITHOUT  AN  EFFECTIVE   REGISTRATION   STATEMENT  COVERING  THESE
SECURITIES  UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION
OF COUNSEL IN FORM AND SUBSTANCE  SATISFACTORY TO THE COMPANY THAT  REGISTRATION
OF THESE  SECURITIES  IS NOT REQUIRED  UNDER THE ACT OR UNDER  APPLICABLE  STATE
SECURITIES LAWS."

     (3)  (i) If, at any time after the first  anniversary  of the Closing Date,
FFAC files a registration  statement  under the Securities Act for purposes of a
public  offering of securities of the FFAC for its own account,  it shall notify
UITA in  writing  (the  "Company  Notice").  UITA  shall  have  the  right  (the
"Piggyback  Right"),  subject to the limitations  set forth in this Section,  to
include in any such registration statement a maximum of ten percent (10%) of its
FFAC Shares.  In order to exercise the Piggyback Right,  UITA shall give written
notice  to FFAC  (the  "Piggyback  Notice")  no later  than  fifteen  (15)  days
following  the date on which the FFAC gives the Company  Notice.  The  Piggyback
Notice  shall set forth the number of FFAC'  Shares that UITA desires to include
in the registration  statement.  All expenses of any such  registration  will be
paid by the FFAC.


<PAGE>


          (ii) If the  registration  statement  under  which FFAC gives a notice
under this Section is for an underwritten offering, FFAC shall so advise UITA in
the Company Notice.  In such event, the right of any of UITA's FFAC shares to be
included in a registration  pursuant to this Section shall be  conditioned  upon
UITA's  participation in such underwritten  offering and the inclusion of UITA's
FFAC' Shares  participation in such underwritten  offering provided herein.  All
holders of FFAC' Shares  proposing to  distribute  their shares by means of such
underwritten  offering  (including  without limitation UITA) shall enter into an
underwriting  agreement in customary form with the  underwriter or  underwriters
selected for such underwriting by FFAC.  Notwithstanding  any other provision of
this Agreement,  if the  underwriter  determines in good faith that marketing or
other factors  require a limitation of the number of shares to be  underwritten,
the  number  of  shares  that  may be  included  in the  underwriting  shall  be
allocated,  first,  to  FFAC;  second,  if and to the  extent  permitted  by the
underwriter,  to UITA with respect to the FFAC' Shares; and third, if and to the
extent  permitted by the  underwrite,  to any other  stockholder  of FFAC (i.e.,
other  than  UITA) on a pro rata  basis.  No such  reduction  shall  reduce  the
securities  being  offered  by FFAC for its own  account to be  included  in the
registration  and  underwriting.  If UITA  disapproves  of the terms of any such
underwriting, UITA may elect to withdraw therefrom by written notice to FFAC and
the  underwriter,  delivered  at least  twenty (20)  business  days prior to the
effective date of the registration statement.

          (iii)  FFAC  shall  have  the  right  to  terminate  or  withdraw  any
registration  initiated by it under this Section prior to the  effectiveness  of
such registration  whether or not UITA has elected to include securities in such
registration.

     (4) With a view to making  available  to UITA the  benefits of SEC Rule 144
and any other rule or  regulation of the SEC that may at any time permit UITA to
sell securities of FFAC to the public without  registration,  FFAC agrees to use
reasonable  efforts,  after the first anniversary of Closing Date and so long as
UITA owns any FFAC's Shares,  to: (i) make and keep available  adequate  current
public  information  with  respect to FFAC,  as those terms are  understood  and
defined  in SEC Rule  144;  (ii) to file  with the SEC in a  timely  manner  all
reports and other documents  required of FFAC under the Securities  Exchange Act
of 1934,  as  amended  (the  "Exchange  Act") (at any time after FFAC has become
subject to such  reporting  requirements);  and (iii) furnish to UITA  forthwith
upon request (A) to the extent accurate, a written statement by the Company that
it has complied with the reporting  requirements of SEC Rule 144, the Securities
Act, and the Exchange Act, or that it qualifies as a registrant whose securities
may be resold  pursuant to Form S-3 (at any time after FFAC so  qualifies);  and
(B) to the extent accurate, a copy of the most recent annual or quarterly report
of FFAC and such other reports and documents so filed by FFAC.

          (e) Excluded property.  FFAC shall not acquire, and UITA shall retain,
all assets and property of UITA which are not assigned to FFAC  pursuant to this
Agreement.

          (f) Transfer of Lease  Interests.  UITA  covenants  and agrees that it
will transfer to FFAC, for no additional  consideration,  any lease or leasehold
interest in the  properties it has in its possession now (referred to in Exhibit
B.) With respect to all leases and leasehold  interests  currently  held by UITA
(referred to in Exhibit B), FFAC shall furnish an estoppel certificate from each
lessor  under such  leases,  whereby  the  lessors  will verify that each of the
leases  is not in  default  and is in full  force  and  effect as of the date of
closing.  Such estoppel certificate shall contain a provision whereby the lessor
consents to the  transfer.  With respect to all leases and  leasehold  interests
currently  held by UITA  (referred  to in Exhibit B), FFAC will accept or reject
such assignment at closing.  With respect to all leases and leasehold  interests
that UITA obtains after the Effective  Date,  within 10 days of entering into or
otherwise obtaining such lease or leasehold interest, UITA shall provide written
notice  thereof to FFAC,  which  notice shall be  accompanied  by a complete and
correct copy of the  applicable  lease and any other  documents  and  agreements
related thereto,  along with an estoppel  certificate as described above in this
Section 2(f) from the applicable  lessor;  FFAC shall have 30 days after receipt
of all of the foregoing from UITA to accept or reject the assignment of such new
lease or leasehold interest.


<PAGE>

          (g) FFAC 's account. From and after the Effective Date, all operations
relating to UITA's  Assets to be conveyed to FFAC shall be for the account,  and
shall accrue to the benefit, of FFAC.

     3.  Representations  and  warranties of UITA.  UITA hereby  represents  and
warrants to FFAC as follows:

          (a) Duly organized.  UITA is a corporation  duly organized and validly
existing in good standing under the laws of the state of Nevada, and is entitled
to own or lease its properties and to carry on its business as and in the places
where such  properties are now owned,  leased,  or operated and such business is
now conducted.

          (b) Subsidiary corporations. UITA has no subsidiary corporations.

          (c)  Leases.  Exhibit B includes a list and brief  description  of all
material leases and agreements under which UITA leases, holds, and operates real
property  or  significant  items  of  personal  property.  All such  leases  and
agreements  are assignable  except as stated  therein,  and no material  adverse
claim against,  or defect in, the interest  purportedly leased or given under or
by any such  instrument  exists.  UITA is not in  default  with  respect  to any
instrument on such list.

          (d) Intangible  property.  Exhibit D is a list of all material  United
States patents,  patent  applications,  and trademarks owned by or registered in
the  name of UITA or in  which  UITA has any  rights,  and in each  case a brief
description  of the nature of such rights.  UITA is not a licensor in respect of
any United States patents,  trademarks,  trade names, and applications therefor,
except as stated in such list.

          (e) Insurance.  Exhibit E contains a brief description of all material
policies of fire, liability, and other forms of insurance held by UITA.

          (f)  Authorization.  UITA's  Board  of  Directors  has  approved  this
Agreement and the  transactions  contemplated  herein,  and have  authorized the
execution  and  delivery  of this  Agreement  by UITA.  This  Agreement  and the
transactions   contemplated  herein,   including  the  conveyance,   assignment,
transfer,  and delivery of the Assets of UITA, have been consented to in writing
by UITA  shareholders  of record  entitled to vote thereon and owning a majority
the outstanding  and issued shares of UITA. This Agreement and the  transactions
contemplated herein have been authorized and approved by all necessary corporate
action of UITA.

     This Agreement constitutes the legal, valid and binding obligation of UITA,
enforceable  against  UITA in  accordance  with its  terms.  When  executed  and
delivered by UITA, the Closing  Documents will  constitute the legal,  valid and
binding  obligations of UITA,  enforceable against UITA in accordance with their
respective terms.


<PAGE>


          (g) UITA has the Legal right, power,  authority and ability to execute
and  deliver  this  Agreement  and the  Closing  Documents  and to  perform  its
obligations thereunder, including without limitation to transfer all of the UITA
Assets to FFAC. UITA hereby certifies that its intellectual  property,  patents,
copyrights,  and trademarks do not and will not infringe upon or  misappropriate
any  intellectual  property,  copyright,  patent,  right of publicity or privacy
(including but not limited to  defamation),  trade secret,  trademark,  or other
proprietary  rights of any third party. In addition,  UITA hereby certifies that
none of its Assets are subject to any lien or  encumbrance  by any third  party.
UITA also  certifies that the Contracts  referenced  herein are in good standing
and that UITA is in full performance and compliance with said Contracts and said
Contracts  are not  subject to any  right,  setoff or  encumbrance  by any third
party.

          (h) UITA's  performance  of this  Agreement will not conflict with any
other contract or other agreement to which UITA is a party or otherwise bound.

          (i) UITA  warrants  that none of the Assets are subject to any lien or
encumbrance of any kind in favor of any lender or other person.

          (j) UITA agrees to  indemnify,  hold harmless and defend FFAC from and
against  all claims,  defense  costs  (including  reasonable  attorneys'  fees),
judgments and other expenses arising out of the breach of any provisions of this
Agreement by UITA.

          (k) UITA is  acquiring  the Shares and the Warrant for its own account
and will not sell, assign,  transfer, or otherwise dispose of any of the Shares,
the  Warrant  (or  any   securities   issued  upon   exercise  of  the  Warrant)
(collectively,  the  "FFAC  Securities"),  or any  interest  in any of the  FFAC
Securities,  without  registration  under the Securities Act, and all applicable
State  Acts,  except in a  transaction  which is exempt  from such  registration
requirements.  UITA has no existing  plan or  proposal  to, and UITA has not and
will not within the one-year  period  following the Closing Date,  distribute or
adopt a plan or proposal to distribute any or all of the FFAC  Securities to its
shareholders  and/or other persons,  whether in connection with a dissolution of
UITA or otherwise, without the prior written consent of FFAC or unless such FFAC
Securities  have been  registered  under the  Securities  Act and all applicable
State Acts.

        UITA has, based on the vote of its shareholders owning approximately
62.53% its issued and outstanding shares of common stock after evaluating the
merits and risk of an investment in the FFAC Securities as being in the best
interest of UITA) made the decision to enter into this Asset Acquisition with
FFAC. In addition, UITA is aware and acknowledges that there can be no assurance
of the future viability or profitability of FFAC, nor can there be any assurance
relating to the current or future value of the FFAC Common Stock or any of the
other FFAC Securities.

     4.  Representations and warranties of FFAC. FFAC represents and warrants to
Utilicraft Aerospace as follows:

          (a) Duly organized.  FFAC is a corporation  duly organized and validly
existing in good standing  under the laws of Wyoming,  and is entitled to own or
lease its  properties  and to carry on its  business as and in the places  where
such  properties  are now owned,  leased,  or operated and such  business is now
conducted.

          (b)  Securities.  The Shares,  when issued and  delivered  as provided
herein, will FFAC's duly authorized,  validly issued and outstanding, fully paid
and non-assessable shares of FFAC Common Stock. The Warrants, if and when issued
and delivered as provided herein, will be FFAC's duly authorized, validly issued
and  outstanding,  warrants,  and if and when any securities are issued upon any
exercise of the Warrants,  such securities will be the duly authorized,  validly
issued and outstanding, fully paid and non-assessable securities of FFAC.

          (c)  Authorization.  FFAC' Board of Directors  has  approved  this and
authorized this Agreement.

     5. No assumption of liabilities by FFAC

          (a) Except as otherwise  provided in Section 1(c),  UITA  acknowledges
that FFAC is acquiring UITA's Assets hereunder  without any assumption of UITA's
liabilities, except those listed on Exhibit B.

          (b) UITA represents  that it has disclosed all its debts,  liabilities
and obligations to FFAC and that UITA has no undisclosed liabilities.

          (d) UITA has paid or will pay or fully  provide for all United  States
and state  income and other  taxes which  relate to the conduct of its  business
through  the Closing  Date,  except  those  listed on Exhibit B to be assumed by
FFAC.  UITA  represents  that there is no pending  tax claim or dispute on taxes
which might result in a lien against UITA's Assets.


<PAGE>

          (e) Bulk sales law. The parties  hereby waive UITA's  compliance  with
the provisions of any applicable  bulk sales laws. UITA shall hold and save FFAC
harmless against any loss, damage or expense,  including  reasonable  attorneys'
fees and court  costs,  incurred by FFAC as a result of or  attributable  to the
parties' failure to comply with such provisions.

          (f) Division of taxation  notice.  UITA shall  cooperate with FFAC and
give all  required  information  to FFAC and the  Internal  Revenue  Service  as
required by the Internal  Revenue  Code,  and shall timely  complete and execute
such tax returns, forms, notices and/or reports as may be required in connection
with the foregoing.

          (g) Licensing.  UITA will comply with all United States laws regarding
licensing and import/export restrictions of technology.

     6. Excepted transactions. None.

     7. Access to records. (a) Available material. Before the Closing Date, each
party's officers and accredited  representatives  shall each have full access to
the other party's  plants,  properties,  books,  accounts,  and records of every
kind,  including,  without limitation,  the other party's monthly balance sheets
and income and  operating  statements,  and each will furnish the other with all
additional financial and operating data and other information as to its business
and properties that is from time to time reasonably requested.  Each party shall
authorize and direct its  respective  independent  auditors to make available to
the other party before the Closing  Date any  information,  including  access to
work papers,  requested by such party.  Before Closing Date, each party may also
have representatives present at the taking of inventories by the other.

          (b) Unavailable material. None.

          (c) Confidentiality. FFAC and UITA mutually acknowledge that, pursuant
to their  respective  rights to inspect the other's plants,  properties,  books,
accounts and records,  as provided in this  Agreement,  they may become privy to
the  other's   Confidential   Information,   and  that   communication  of  such
Confidential  Information  to  third  parties  (whether  such  communication  is
authorized by FFAC or UITA  respectively or otherwise),  or the unauthorized use
of one party's  Confidential  Information  by the other party,  could damage the
other's  business after the  transaction  is completed.  FFAC and UITA therefore
mutually  agree  to take  reasonable  steps to  insure  that  such  Confidential
Information about the other,  obtained by FFAC or UITA  respectively,  or any of
their respective employees,  officers,  agents,  attorneys,  or other accredited
representatives,  shall remain confidential, shall not be used by them except as
authorized by this Agreement, and not be disclosed or revealed to third parties;
provided,  however,  that it is  agreed  that  FFAC  may use  and  disclose  any
Confidential  Information of UITA that is included among the Assets  acquired by
FFAC pursuant to this Agreement. "Confidential Information" includes information
not ordinarily known by noncompany personnel, including customer lists, supplier
lists,  trade  secrets,  channels of  distribution,  pricing policy and records,
inventory  records,   and  all  other  information  normally  understood  to  be
confidential or otherwise designated as such by UITA or FFAC respectively.

     8. (a) Closing date. The closing under this  Agreement  shall take place at
10:00AM , Central  Standard  Time,  on December 12, 2007,  or such other date as
shall be mutually agreed upon by FFAC and UITA (the "Closing Date").

          (b)  Payment.  All payments  required to be made under this  Agreement
shall be made in the time period  prescribed in this Agreement.  All stock to be
issued to UITA shall be issued on the  applicable  dates set forth  herein or as
soon thereafter as possible.

          (c) All Assets  shall be  transferred  to FFAC on the Closing  Date of
this  transaction  or, with  respect to Assets which may arise after the Closing
Date, at such future date as set forth herein.

     9.  Approval of FFAC's Board of  Directors.  FFAC had  previously  called a
meeting of its Board of  Directors  at which time the Board of Directors of FFAC
approved this Agreement and its execution, delivery, and performance by FFAC.

     10. Reserved


<PAGE>

     11. Survival of representations and warranties.  UITA's representations and
warranties  made in this Agreement shall survive for a period of 24 months after
the Closing  Date,  except for the  representation  and  warranty  contained  in
Sections  1(c),  1(d),  5  and  14  (relating,  in  general,  to  UITA's  debts,
liabilities and obligations not being assumed by FFAC),  which shall continue to
survive until all debts,  liabilities  and  obligations are satisfied in full by
UITA and all applicable preference periods have expired.  Except as set forth in
this  Agreement,  FFAC's  representations  and warranties made in this Agreement
shall not  survive  the  Closing  Date,  and FFAC shall not have any  subsequent
liability with regard thereto.

     12.  Consent  of third  party.  (a)  Assignments.  To the  extent  that the
assignment of any contract,  license, lease,  commitment,  sales order, purchase
order or any other Asset to be assigned to FFAC  requires the consent of a third
party, this Agreement shall not constitute an agreement to assign the same if an
attempted  assignment  would  constitute a breach thereof.  UITA will diligently
pursue  and use its best  efforts to obtain  any  required  consent of the third
parties  to the  assignment  to FFAC of any such  contracts,  licenses,  leases,
commitments,  sales  orders,  purchase  orders or other Assets of UITA.  If such
consent is not obtained prior to the Closing Date, UITA will cooperate with FFAC
in any  reasonable  arrangement  designed to provide for FFAC the benefits under
any such contracts, licenses, leases, commitments, sales orders, purchase orders
or other Asset, including enforcement,  at the cost and for the benefit of FFAC,
of all  UITA's  rights  against  the  third  party  arising  out of a breach  or
cancellation by such third party or otherwise.

          (b)  Accounts  receivable.  FFAC may  collect for its account all UITA
receivables and other items that are transferred to FFAC, and may endorse UITA's
name on all checks received on account of such items. UITA shall deliver to FFAC
all cash or other property UITA receives for such items.

     13. Fees and  expenses.  Each party  shall pay their own fees and  expenses
incurred in preparing this Agreement,  carrying it into effect, and consummating
the transactions contemplated hereby.

     14. Waiver of compliance  with bulk sale  requirements.  FFAC waives UITA's
compliance  provisions  with the  provisions of the bulk sales law as enacted in
any  applicable  jurisdiction.  UITA,  however,  shall  indemnify  and hold FFAC
harmless  from all  debts,  liabilities  and  obligations  of UITA which are not
assumed by FFAC under this Agreement, and from any and all liabilities resulting
from noncompliance with the bulk sales law,  including,  but not limited to, all
costs and expenses  incurred in connection with the defense or settlement of any
such liability or obligation  (including without limitation reasonable attorneys
fees).

     15. (a) Assignment of agreement.  This Agreement shall not be assignable by
either  party  except  with the  other's  written  consent,  which  shall not be
unreasonably withheld, conditioned or delayed.

          (b) Third parties. Nothing in this Agreement, expressed or implied, is
intended  to confer upon any  person,  other than the  parties  hereto and their
successors and permitted  assigns,  any rights or remedies under or by reason of
this Agreement.

     16.  Brokerage.  Each party represents and warrants to the other that there
are no  rights  to or claims  for  brokerage  commissions  or  finders'  fees in
connection with the transactions contemplated by this agreement, insofar as such
rights or claims are alleged to be based on  arrangements  or agreements made by
it or on its  behalf,  and each of the  parties  agrees to  indemnify  the other
against and hold it harmless from all liabilities arising from any such right or
claim  (including,  without  limitation,  cost of  counsel  fees  in  connection
therewith).

     17. Notices. All notices and other  communications  ("Notices') to be given
hereunder  by  either  party to the  other  shall be in  writing  and  delivered
personally or sent by registered or certified mail, postage prepaid,

               if to FFAC, addressed to:
                               David Bridges, Director
                               Freight Feeder Aircraft Corporation
                               15 Emerald Terrace
                               Swansea, IL 62226

               And if to UITA:
                               John J. Dupont, Chief Executive Officer
                               Utilicraft Aerospace Industries, Inc.
                               7339 Paso Del Volcan
                               Albuquerque, New Mexico   87121


<PAGE>

     The  address  for  delivery  of  Notices  may be  changed by any party upon
furnishing  to the other the new  address  for  Notices in  accordance  with the
provisions of this paragraph.

     18. Entire agreement.  This Agreement, and the Closing Documents,  contains
the entire  agreement  between  the  parties  with  respect to the  transactions
contemplated  herein, and is intended by the parties to be an integration of all
of   the   promises,   agreements,   conditions,   understandings,   warranties,
representations  and  covenants  between the parties  hereto with respect to the
subject  matter hereof All Exhibits  referred to in this  Agreement and attached
hereto are hereby incorporated herein by reference.  Each party has caused to be
included herein all  representations  and warranties that it considers  material
for  the  purposes  of  the  transactions   contemplated   hereby,   based  upon
investigations  which each of them has made of the other's business and affairs.
The  representations   and  warranties   contained  herein  constitute  all  the
representations  and  warranties  upon which the parties  have  relied.  Nothing
contained  in this  Agreement,  any Closing  Document,  nor any of the  exhibits
referred to herein or any other instrument or document furnished by either party
to the other after the Closing Date in relation to this transaction, contains or
will contain any untrue  statement of any material fact or omits or will omit to
state any material fact  required to be stated in order to make such  statement,
document, or other instrument not misleading.

     19.  Execution.  This  Agreement  is being  executed  and  delivered by the
parties as of the Effective Date.

     20.  Governing  law. This  Agreement  shall be governed by and construed in
accordance with the internal laws of the State of Wyoming, without giving effect
to the principles of choice of law or conflicts of law.

     21.  Severability of provisions.  The invalidity or unenforceability of any
term,  phrase,  clause,  paragraph,  restriction,  covenant,  agreement or other
provision hereof shall in no way affect the validity or enforcement of any other
provision, or any part thereof.

     22. Headings. The captions and titles in this Agreement are for convenience
and  reference  only,  and  shall not be used to  define,  limit,  or  otherwise
construe its teams and provisions.

     23.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

     24. Actions necessary to complete transaction.  Each party hereby agrees to
execute and  deliver all such other  documents  or  instruments  and to take any
action that is reasonably  required to effectuate the transactions  contemplated
by this Agreement.

     25.  Non-waiver.  No delay or failure by either party to exercise any right
hereunder, and no partial or single exercise of any such right, shall constitute
a waiver of that or any other right,  or release the other party from any claims
arising out of or connected  with this  Agreement,  unless  otherwise  expressly
provided herein..

     26. Binding  effect.  This Agreement shall be binding upon and inure to the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns.

     27. Time of essence. Time is of the essence of this Agreement.

In witness whereof the parties have caused this Agreement to be duly executed by
their respective officers.


FREIGHT FEEDER AIRCRAFT CORPORATION        UTILICRAFT AEROSPACE INDUSTRIES, INC.




By____________________________             By__________________________
L. David Bridges, Director                 John J. Dupont, Chairman
                                           President-Chief Executive Officer




Exhibits:      A.   Asset List
               B.   Debts,   Obligations,    Contracts,    Agreements,   Leases,
                    Liabilities
               C.   Warrant Form
               D.   List  of  All  Material   United  States   Patents,   Patent
                    Applications and Trademarks E. Insurance



<PAGE>



                                    EXHIBT A


                List of All Utilicraft Aerospace Industries, Inc.
                                  Fixed Assets
           Vendor and Subcontract Agreements, Memoranda of Agreements,
                   Business Arrangements and Work-In-Progress
                            To Be Transferred to FFAC




All Mock-ups of Freight Feeder
All LD3's
All Prototype Work-In-Progress, related hardware and tooling
All Vendor and Subcontractor engineering software and engineering data
All Vendor And  Subcontractor  Agreements,  Memoranda  of  Agreements,  Business
    Arrangements
All Intellectual Property, including Patents listed on Exhibit D
All Furniture and fixtures
All Computers
All Equipment
All Trade Show Displays and Equipment
All Rights to Technology
All Copyrights
Funding Agreement with CapNet Securities Corporation































<PAGE>



                                    EXHIBIT B

                      Utilicraft Aerospace Industries, Inc.
         Debts, Obligations, Contracts, Agreements, Leases, Liabilities
                 Assumed by Freight Feeders Aircraft Corporation


--------------------------------------------------------------------------------
Flight Technology                                                $     60,530.00
--------------------------------------------------------------------------------
International Management and Marketing Group                           72,050.59
--------------------------------------------------------------------------------
Jeppesen  Sanderson                                                       759.00
--------------------------------------------------------------------------------
The Hall Group                                                          3,000.00
--------------------------------------------------------------------------------
Plaza II Executive Center                                               3,800.00
--------------------------------------------------------------------------------
Signature Stock Transfer                                                  350.00
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Personal Loan from John J. Dupont                                     411,068.92
--------------------------------------------------------------------------------
Accrued Interest Payable on John J. Dupont Loan                        66,000.39
--------------------------------------------------------------------------------
Accrued Aircraft Rent --- John J. Dupont                               72,500.00
--------------------------------------------------------------------------------
Note Payalbe to AMI                                                   142,894.26
--------------------------------------------------------------------------------
Advances from Shareholders                                            334,500.00
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Accrued Salaries Payable
--------------------------------------------------------------------------------
              Scott Jacox                                              25,000.05
--------------------------------------------------------------------------------
              Lisa VanValkenburgh                                       5,288.14
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Deferred Compensation
--------------------------------------------------------------------------------
              John J. Dupont                                          616,064.00
--------------------------------------------------------------------------------
              Darby Boland                                            224,867.32
--------------------------------------------------------------------------------
              Randy Moseley                                            64,599.85
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Accrued Payroll Expense -- Penalties and Interest                      72,840.00
--------------------------------------------------------------------------------
Accrued Federal Unemployment Taxes                                      1,147.69
--------------------------------------------------------------------------------
Accrued Federal Withholding Taxes                                     214,151.20
--------------------------------------------------------------------------------
Accrued Federal FICA/MCARE Taxes                                      208,802.91
--------------------------------------------------------------------------------
Accrued Georgia Unemployment Taxes                                      1,542.75
--------------------------------------------------------------------------------
Accrued Georgia Withholding Taxes                                      32,547.27
--------------------------------------------------------------------------------
Accrued New Mexico Withholding Taxes                                    7,603.51
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Customer Deposits                                                      30,000.00
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Deferred Rent Obligation -- City of Albuquerque                        84,000.00
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
TOTAL UITA LIABILITIES ASSUMED BY FREIGHT FEEDER AIRCRAFT CORP   $  2,755,907.85
--------------------------------------------------------------------------------


Lease with City of Albuquerque for Land use
Lease with City of Albuquerque for Hangar space
Lease with Plaza II Executive Center in Santa Fe for office space Lease with JD
Aero, LLC for Aircraft





<PAGE>
                                    EXHIBIT C
                             Warrant Agreement Form

--------------------------------------------------------------------------------

   THIS  WARRANT AND THE  SECURITIES  ISSUABLE  UPON THE EXERCISE OF THIS
   WARRANT HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
   AMENDED  (THE "ACT") OR ANY STATE  SECURITIES  LAWS.  THIS WARRANT AND
   SUCH  SECURITIES  MAY  NOT  BE  SOLD,   OFFERED  FOR  SALE,   PLEDGED,
   HYPOTHECATED OR OTHERWISE  TRANSFERRED OR DISPOSED OF UNLESS AND UNTIL
   (1) REGISTERED UNDER THE ACT AND SUCH STATE SECURITIES LAWS OR (2) THE
   COMPANY  RECEIVES AN OPINION OF COUNSEL TO THE HOLDER  SATISFACTORY TO
   THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

--------------------------------------------------------------------------------


Warrant No. FFAC-UITA-121207                       Issue Date: December __, 2007


                       FREIGHT FEEDER AIRCRAFT CORPORATION


              Warrant to Purchase 30,500,000 Shares of Common Stock


     FOR  VALUE  RECEIVED,   FREIGHT  FEEDER  AIRCRAFT  CORPORATION,  a  Wyoming
corporation (the "Company"),  hereby issues to Utilicraft Aerospace  Industries,
Inc. or permitted and registered transferee (the "Holder") the right to purchase
from the Company Thirty  Million Five Hundred  Thousand  (30,500,000)  shares of
fully paid and non-assessable Common stock, par value $0.0001 per share ("Common
Stock") of the  Company  (the  "Shares"),  at a purchase  price per Share of One
Dollars  ($1.00)  (the  "Warrant  Price").  The number of Shares and the Warrant
Price shall be subject to adjustment from time to time pursuant to the terms and
conditions hereof.

1    Term.
     -----

     Subject to the terms and conditions set forth below,  this Warrant shall be
exercisable  in whole or in part at any time and from  time to time on and after
the date hereof and on or before the Expiration  Date (as defined in Section 2.4
hereof), and shall be void thereafter.

2    Exercise of Warrant.
     --------------------

     .1 Mechanics of Exercise.  The Holder may exercise this Warrant in whole or
in part by  surrendering  this Warrant,  a duly  executed  Notice of Exercise in
substantially  the  form  attached  hereto  as  Exhibit  A  and  the  Investment
Representation  Statement  in  the  form  annexed  hereto  as  Exhibit  B at the
principal executive offices of the Company. The Holder shall also deliver to the
Company  simultaneously  with the  Holder's  Notice of Exercise  and  Investment
Representation  Statement  payment of the aggregate Warrant Price for the Shares
being purchased.  The  consideration  for the exercise of this Warrant may be in
the form of a bank,  cashier's  or certified  check  payable to the order of the
Company, or by wire transfer to an account designated in writing by the Company.
In the event that the Holder  elects to  exercise  less than the full  number of
Shares  recorded  above,  the Company  will  execute and deliver to the Holder a
Warrant  of like  tenor in the  number  of Shares  granted  by the  Company  (as
recorded above) less the number of Shares exercised.

     .2 When Exercise Effective. The exercise of this Warrant shall be deemed to
have been effective for the Holder immediately prior to the close of business on
the business day on which this Warrant is surrendered to the Company as provided
in Section .1, and at such time the person or persons in whose name or names any
certificate or  certificates  for Shares shall be issuable upon such exercise as
provided  in Section 2.3 shall be deemed to have become the holder or holders of
record thereof.


<PAGE>


     .3 Delivery of Stock  Certificates,  Etc. As soon as practicable  after the
surrender of this  Warrant,  the Company will cause to be issued in the name of,
and  delivered to, the Holder a certificate  or  certificates  for the number of
fully paid and non-assessable Shares which the Holder has purchased.


     .4  Expiration  Date.  This Warrant shall expire on the earliest of (i) the
fifth  anniversary  after the date that the Company achieves  first-flight,  and
(ii) the closing of the acquisition of the Company by another entity by means of
merger,  consolidation or other  transaction or series of related  transactions,
resulting in the exchange of the  outstanding  shares of the  Company's  capital
stock  that the  stockholders  of the  Company  prior to such  transaction  own,
directly or indirectly, less than fifty percent (50%) of the voting power of the
surviving  entity  (the  earliest  such  date  is  referred  to  herein  as  the
"Expiration Date").

3    Adjustments.
     ------------

     .1 Subdivisions,  Combinations and Other Issuances. If the Company shall at
any time prior to the Expiration Date subdivide its Common Stock, by stock split
or otherwise,  or combine its Common Stock,  or issue  additional  shares of its
Common Stock as a dividend with respect to any shares of its Common  Stock,  the
number of Shares  issued upon the  exercise of this Warrant  shall  forthwith be
proportionately  increased in the case of a subdivision  or stock  dividend,  or
proportionately decreased in the case of a combination.  Appropriate adjustments
shall also be made to the Warrant Price,  but the aggregate  Warrant Price shall
remain the same. Any adjustment  under this Section .1 shall become effective at
the  close of  business  on the  date the  subdivision  or  combination  becomes
effective,  or as of the record date of such  dividend,  or in the event that no
record date is fixed, upon the making of such dividend.

     .2 Adjustment for Reorganization, Consolidation, and Merger. In case of any
reclassification,  reorganization  or change of the Common  Stock of the Company
(other than as a result of a subdivision, combination or stock dividend provided
for  in  Section  .1),   then,   as  a  condition   to  such   reclassification,
reorganization or change,  provision shall be made so that the Holder shall have
the right to purchase prior to the Expiration  Date at an aggregate  price equal
to the aggregate Warrant Price, the kind and amount of shares of stock and other
securities  and property  receivable in connection  with such  reclassification,
reorganization  or  change  by a holder  of the same  number of shares of Common
Stock  as  were   purchasable   by  the   Holder   immediately   prior  to  such
reclassification, reorganization or change. In each such case, the terms of this
Warrant  shall be  applicable  to the  shares  of stock or other  securities  or
property receivable upon the exercise of this Warrant after such consummation.


4    Transferability of Warrant.
     ---------------------------

     .1 Transferability Generally.  Subject to the provisions of this Section 4,
the Holder may transfer all or part of this Warrant or the Shares  issuable upon
exercise of this Warrant to a third party who is not a competitor of the Company
by giving the  Company  advance  notice of the  portion  of this  Warrant or the
Shares  being  transferred   setting  forth  the  name,   address  and  taxpayer
identification  number of the  transferee and  surrendering  this Warrant to the
Company for reissuance to the  transferee(s)  (and the Holder,  if  applicable),
together with a completed  Form of  Assignment,  in the form attached  hereto as
Exhibit C.  Notwithstanding  the foregoing,  neither this Warrant nor the Shares
may be  transferred  or assigned  in whole or in part  without  compliance  with
applicable  federal  and  state  securities  laws  by  the  transferor  and  the
transferee   (including,   without   limitation,   the  delivery  of  investment
representation  letters  and  legal  opinions  reasonably  satisfactory  to  the
Company).  The terms and  conditions  of this Warrant shall inure to the benefit
of, and be binding upon, the Company and the Holder and each  subsequent  Holder
hereof and their respective successors and assigns.

     .2 Ownership. Until this Warrant is transferred on the books of the Company
(with the  Company's  consent),  the  Company may treat the person in whose name
this  Warrant  is  issued  as  the  absolute  owner  hereof  for  all  purposes,
notwithstanding any notice to the contrary.



<PAGE>

5    Market Stand Off Agreement.
     ---------------------------

     The  Holder  hereby  agrees  that if so  requested  by the  Company  or any
representative  of the underwriters  (the "Managing  Underwriter") in connection
with any registration of the offering of any securities of the Company under the
Securities Act of 1933, as amended (the "Securities Act"), the Holder shall not,
during the 180-day  period (or such longer period as may be requested in writing
by the  Managing  Underwriter  and  agreed to in writing  by the  Company)  (the
"Market  Standoff  Period")  following  the  effective  date  of a  registration
statement of the Company filed under the Securities  Act, offer,  pledge,  sell,
contract to sell,  sell any option or contract to purchase,  purchase any option
or contract to sell,  grant any option,  right or warrant to  purchase,  lend or
otherwise  transfer or dispose of any Shares or other securities of the Company,
or enter into any swap or other arrangement that transfers to another,  in whole
or in part, any of the economic consequences of ownership of the Shares or other
securities of the Company,  whether any such previously described transaction is
to be  settled  by  delivery  of the  Shares  or  other  securities,  in cash or
otherwise;  provided,  however,  that the foregoing such restriction shall apply
only to the first  registration  statement  of the  Company to become  effective
under the  Securities  Act that includes  securities to be sold on behalf of the
Company to the public in an  underwritten  public  offering under the Securities
Act.  The Holder  further  agrees that the Holder  shall  execute  any  "lock-up
letter" or similar  instrument  submitted  by the  Managing  Underwriter  to the
Holder that reflects the foregoing restrictions or any part thereof and that the
Managing  Underwriter  shall be a third party  beneficiary  of the provisions of
this  Section 5 and shall be fully  entitled  to  enforce  all  rights set forth
herein. The Holder hereby irrevocably appoints the Company and its President, or
either of them, as the Holder's agents and attorneys-in-fact, with full power of
substitution  for and in the Holder's name, to execute any such "lock-up letter"
or similar  instrument  submitted by the Managing  Underwriter and to do any and
all things in connection therewith,  it being understood and acknowledged by the
Holder that such power of  attorney  shall not impose or be deemed to impose any
fiduciary  duty  or any  other  or  obligation  on  either  the  Company  or its
President,  shall be  irrevocable  and coupled  with an  interest  and shall not
terminate by operation of law, whether by the death,  bankruptcy or adjudication
of  incompetency or insanity of the Holder or the occurrence of any other event.
The Company may impose  stop-transfer  instructions  with respect to  securities
subject to the  foregoing  restrictions  until the end of such  Market  Standoff
Period.  The Holder further agrees that without the prior written consent of the
Managing  Underwriter,  the Holder shall not, during the Market Standoff Period,
make any demand for or exercise  any right (to the extent the Holder  shall have
any such  right)  with  respect  to,  the  registration  of any  Shares or other
securities of the Company.

6    Exchange of Warrant.
     --------------------

     Upon the surrender by the Holder of this Warrant, properly endorsed, to the
Company,  the Company, at its expense and subject to the provisions of Section 4
hereof,  will issue and deliver to or upon the order of the Holder a new Warrant
or  Warrants  of like  tenor,  in the name of the Holder or as the Holder  (upon
payment by the Holder of any applicable  transfer taxes) may direct,  calling in
the  aggregate on the face or faces  thereof for the number of Shares called for
on the face or faces of the Warrant or Warrants so surrendered.

7    Replacement of Warrant.
     ----------------------

     Upon  receipt of  evidence  reasonably  satisfactory  to the Company of the
loss,  theft,  destruction or mutilation of this Warrant and, in the case of any
such loss, theft, or destruction, upon delivery of an indemnity bond (or, in the
case  of  any   institutional   holder,  an  indemnity   agreement)   reasonably
satisfactory  in form and  amount  to the  Company  or,  in the case of any such
mutilation,  upon surrender and cancellation of such Warrant, the Company at its
expense will execute and deliver,  in lieu thereof,  a new Warrant of like tenor
and date.

8    Covenant of Company.
     --------------------

 The Company hereby covenants and agrees that at all times
during the term of this Warrant there shall be reserved for issuance such number
of shares of its Common Stock as shall be required to be issued upon exercise of
this Warrant.

9    Representation and Warranty of Holder.
     --------------------------------------

     The Holder hereby represents and warrants to the Company that the Holder is
an "accredited  investor"  within the meaning of Regulation D promulgated  under
the  Securities  Act,  and  acknowledges  that the Company is relying  upon this
representation and warranty in the issuance of this Warrant to the Holder.


<PAGE>


10   Legends.
     --------

     The certificate(s) representing the Shares shall be imprinted with a legend
in substantially the following form:



          "THE SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED
          UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE
          SECURITIES  LAWS.  THESE  SHARES  MAY NOT BE SOLD,  OFFERED  FOR SALE,
          PLEDGED,  HYPOTHECATED  OR OTHERWISE  DISPOSED OF UNLESS AND UNTIL (1)
          REGISTERED  UNDER THE ACT AND SUCH  STATE  SECURITIES  LAWS OR (2) THE
          COMPANY  RECEIVES AN OPINION OF COUNSEL TO THE HOLDER  SATISFACTORY TO
          THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

          A STATEMENT OF THE POWERS,  DESIGNATIONS,  PREFERENCES  AND  RELATIVE,
          PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK
          OF  THE   CORPORATION  OR  SERIES  THEREOF  AND  THE   QUALIFICATIONS,
          LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES  AND/OR RIGHTS WILL BE
          FURNISHED BY THE CORPORATION,  WITHOUT CHARGE, TO EACH STOCKHOLDER WHO
          SO REQUESTS, UPON REQUEST TO THE SECRETARY OF THE CORPORATION."

11   Notices.
     --------

     All notices,  consents and other communications under this Warrant shall be
in writing and shall be deemed given when delivered personally or when mailed by
registered  mail,  return receipt  requested,  or reputable  overnight  delivery
service, to the Company at its principal executive offices (Attn: President) and
to the Holder at the current  address of the  Company (or such other  address as
the Holder may designate by notice given to the Company pursuant to this Section
11 and shall be registered on the books of the Company).

12   Miscellaneous.
     --------------


     .1  Termination.  Neither  this Warrant nor any term hereof may be amended,
modified, waived, discharged or terminated orally.


     .2  Applicable  Law.  This  Warrant  shall be  construed  and  enforced  in
accordance with and governed by the laws of the jurisdiction of incorporation of
the Company  without regard to provisions  thereof  relating to choice of law or
conflicts of law.

     .3 Headings.  The headings in this Warrant are for convenience of reference
only and shall not limit or  otherwise  affect the meaning of any  provision  of
this Warrant.

     .4 No  Fractional  Shares.  No  fractional  shares of Common Stock or scrip
representing  fractional  shares shall be issued in connection with the exercise
of this  Warrant.  In lieu of any  fractional  shares  which would  otherwise be
issuable,  the  Company  shall pay cash equal to the  product  of such  fraction
multiplied  by the fair market value of one Share as determined in good faith by
the Company's Board of Directors.

     .5 No Rights as Stockholder. Until the exercise of this Warrant, the Holder
shall not have or exercise any rights as a stockholder  of the Company by virtue
of this Warrant.

13   Expiration.
     -----------

     The right to exercise this Warrant shall expire at 5:00 p.m., Eastern Time,
on the Expiration Date.



     IN WITNESS  WHEREOF,  the Company has caused this Warrant to be issued by a
duly authorized officer thereof as of the date set forth above.


                                         FREIGHT FEEDERS AIRCRAFT CORPORATION,
                                         a Wyoming corporation








                                         By:
                                            ------------------------------------
                                            L. David Bridges, President/Director



<PAGE>


                                    EXHIBIT D

                       List of All Material United States
                   Patents, Patent Applications and Trademarks


                                    Aircraft
                                     Claims

The ornamental design for an aircraft, as shown and described.

------------------------------ ----------------------------
Inventors:                     DuPont; John J.
------------------------------ ----------------------------
Assignee:                      Utilicraft Aerospace
                               Industries, Inc
------------------------------ ----------------------------
Appl. No.: 07/633,444
------------------------------ ----------------------------
Filed:                         December 21, 1990
------------------------------ ----------------------------

Current U.S. Class:                                            D12/344 ; D12/337
Field of Search:                               D12/319,342,344,341,337 244/55,13

U.S. Patent Documents
D189328                                 November 1960                   Thieblot
D307885                                 May 1990                        Dupont

Description:

FIG.1 is a left side  elevation  view of the  aircraft of my new design,  with a
rear access door retracted
FIG.2 is a left side elevation view thereof with the rear access door deployed
FIG.3 is a top plan view thereof
FIG.4 is a bottom plan view thereof
FIG.5 is a front elevation view thereof
FIG.6 is a rear elevation view thereof






























<PAGE>



                              EXHIBIT D - Continued

                       List of All Material United States
                   Patents, Patent Applications and Trademarks


-------------------------- ----------------------------------------------------
United States Patent       5,106,038
-------------------------- ----------------------------------------------------

-------------------------- ----------------------------------------------------
Dupont                     April 21, 1992
-------------------------- ----------------------------------------------------

Freight feeder aircraft and method of transporting cargo using same

                                    Abstract

A freight feeder aircraft and method of transporting  containerized  cargo using
the same  includes a cargo  container  access door  opening  located at the fore
portion of the aircraft  fuselage and  dimensioned to  accommodate  standardized
cargo  containers such as LD-3  containers.  A load bearing cargo access ramp is
located at the aft portion of the  fuselage  and opens  downwardly  to provide a
ramp for unloading cargo containers to the ground.  The interior of the fuselage
includes an elongated,  unobstructed  cargo  compartment  which is configured to
accommodate   a  number  of   standardized   cargo   containers.   Substantially
simultaneous  loading and  unloading of cargo  containers is achieved to thereby
substantially  reduce the time required for cargo  on-load and off-load  between
aircraft landing and subsequent takeoff.

------------------------------- ----------------------------
Inventors:                      Dupont; John J.
------------------------------- ----------------------------
Assignee:                       Utilicraft Aerospace
                                Industries, Inc.
------------------------------- ----------------------------
Appl. No.: 07/658,269
------------------------------- ----------------------------
Filed:                          February 20, 1991
------------------------------- ----------------------------

Current U.S. Class:                                        244/137.1 ; 244/118.1
Current International Class:          B64C 1/00(20060101); B64C 1/20 (20060101);
                                                  B64C 001/22 (); B64D 009/00 ()
Field of Search:                                  244/137.1, 118.1, 118.3, 137.3

U.S. Patent Documents
------------------------------ --------------------------- ---------------------
2498819                        February 1950               Noville
------------------------------ --------------------------- ---------------------
3065934                        November 1962               Jackson
------------------------------ --------------------------- ---------------------
3128068                        April 1964                  Pauli
------------------------------ --------------------------- ---------------------
3958165                        May 1976                    Boy de la Tour
------------------------------ --------------------------- ---------------------
4006869                        February 1977               Vogele
------------------------------ --------------------------- ---------------------
4097009                        June 1978                   Barnes
------------------------------ --------------------------- ---------------------
4218034                       August 1980                  Magill
----------------------------- ---------------------------- ---------------------
4225926                       September 1980               Wendt
----------------------------- ---------------------------- ---------------------
Foreign Patent Documents
1277675                          Sep., 1968                     DE
2026974                          Dec., 1971                     DE
3130516                          Feb., 1983                     DE
858596                           Jan., 1961                     GB
876150                           Aug., 1961                     GB
900466                           Jul., 1962                     GB
913783                           Dec., 1962                     GB



















<PAGE>




                              EXHIBIT D - Continued

                       List of All Material United States
                   Patents, Patent Applications and Trademarks


United States Patent                                   6,311,106
Dupont                                                 October 30, 2001


Automatic  flat rate setting  system for freight  feeder  aircraft and method of
setting of engine flat rate

                                    Abstract

A system and method of automatically setting a flat rate engine power setting of
an aircraft  determines  the weight of loaded cargo  containers to determine the
total gross weight of the aircraft prior to take-off, determines, from the total
gross weight,  the required flat rate engine power for the aircraft,  such as by
inputting the stored value into a look-up table, and automatically sets the flat
rate setting of the aircraft's engines to correspond to the determined  required
engine  power,  prior to take-off,  by sending the obtained  required  flat rate
engine power as a command signal to an engine control system.

Inventors:                      Dupont; John J.
Assignee:                       Utilicraft Aerospace
                                Industries, Inc.
Appl. No.:                      09/584,169
Filed:                          May 26, 2000


Current U.S. Class:               701/3 ; 177/136; 244/6; 416/25; 416/44; 416/47
Current International Class:       G01G 19/02 (20060101); G01G 19/40 (20060101);
                                  G01G 19/415 (20060101); G01G 19/07 (20060101);
                                                  B63H 001/28 (); G01M 001/12 ()

Field of Search:                        701/3,124 73/178T,865 702/175,173 177/25
                                                          416/44,36,43 244/17.13

U.S. Patent Documents
2425498                         August 1947                   Watter
4225926                         September 1980                Wendt
5106038                         April 1992                    Dupont
6007198                         December 1999                 Karem
6128951                         October 2000                  Nance
















<PAGE>


                                    EXHIBIT E

                       Brief Description of UITA Insurance


Utilicraft Aerospace Industries, Inc. has Aviation Operations Liability with Ace
Property and Casualty Insurance Company.

The Policy Number AAP N0098484A 004 has a term of July 4, 2007 to July 4, 2008.

The policy  covers  Utilicraft  Aerospace  Industries,  Inc. at Double  Eagle II
Airport, Albuquerque, New Mexico.

The sum insured is  $1,000,000  for each  occurrence in respect to Bodily Injury
and Property Damage combined, subject to the following limitations;

Products - completed operations annual/aggregate limit               Not insured
Personnel Injury and Advertising injury annual aggregate limit       Not insured
Malpractice annual aggregate limit                                   Not insured
Extended coverage - war, hi-jacking and other perils                 Not insured
Fire damage limit any one fire                                           $50,000
Medical expense limit any one person                                     $ 5,000
Hangarkeepers not "in flight" limit                                  Not insured
Hangarkeepers not "in flight" limit any one aircraft                 Not insured
Non-owned aircraft liability                                         Not insured