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					                             Products and Subsidiaries
                                       Learjet Delta-5




                                   Turbo-Commander 777




                                   Kestrel Aircraft - K-250




                        Whisper-Wash Deicing/Anti-Icing System




              Private Placement Offering Memorandum
2885 East Quail Avenue Las Vegas, NV 89120 Ph: (702) 369-1966 Fax: (702) 995-0419; (702) 895-9266
                      Email: info@amwestair.com Website: www.amwestair.com
Location of American West Aircraft’s Production Facilities
             Sundance Airpark – Oklahoma City, OK




                              2
                   American West Aircraft Corporation
                      Private Placement Offering Memorandum

                                       November 2, 2000


                                      CONFIDENTIAL

Federal ID No.                                                            Cusip-030467-10-4
75-2248138


This memorandum does not constitute an offer of solicitation to anyone in any jurisdiction in which
such an offer or solicitations are not authorized. Questions regarding this memorandum should be
directed to:
                             Drex Hansen
                             2885 East Quail Avenue
                             Las Vegas, NV 89120
                             Phone: (702) 369-1966
                             Fax: (702) 995-0419; (702) 895-9266
                             Email: drex@amwestair.com
                             Website: www.amwestair.com


    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED AND HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER FEDERAL OF
STATE AGENCY. NO REGULATORY AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE. THE OFFERORS ARE RELYING ON THE PRIVATE OFFERING EXEMPTION
UNDER FEDERAL AND STATE LAW FOR PURPOSES OF THIS OFFERING.



                                     TABLE OF CONTENTS

Offering Summary                     …………………………………………………………………………………… 7
History                              .………………………………………………………………………………….. 9
Management                           .………………………………………………………………………………….. 9
American West Aircraft Corporation   .………………………………………………………………………………….. 13
Whisper-Wash                         .………………………………………………………………………………….. 15
Kestrel Aircraft Corporation         .………………………………………………………………………………….. 18
Sundance Airpark                     .………………………………………………………………………………….. 21
Subscription Agreement               .………………………………………………………………………………….. 24
Financial Forecasts 2001 - 2005                    Please Download Financials Separately


                                                 3
     THIS MEMORANDUM IS SUBMITTED IN CONNECTION WITH THE PRIVATE PLACEMENT OF THESE SECURITIES AND MAY NOT BE COPIED,
REPRODUCED, OR USED FOR ANY OTHER PURPOSE. ANY DISTRIBUTION OF THIS MEMORANDUM IN WHOLE OR IN PART, OR THE DIVULGENCE OF
ANY OF ITS CONTENTS, OTHER THAN AS SPECIFICALLY SET FORTH HEREIN, IS UNAUTHORIZED.


    ALABAMA RESIDENTS: THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE ALABAMA SECURITIES ACT.
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE ALABAMA SECURITIES COMMISSION. THE
COMMISSION DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES, NOR DOES IT PASS UPON THE ACCURACY OR
COMPLETENESS OF THE PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

    ARKANSAS RESIDENTS: THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER SECTION 14(B) (14) OF THE
ARKANSAS SECURITIES ACT AND SECTION 4(2) OF THE SECURITIES ACT OF 1933. A REGISTRATION STATEMENT RELATING TO THESE
SECURITIES HAS NOT BEEN FILED WITH THE ARKANSAS SECURITIES DEPARTMENT OR WITH THE SECURITIES AND EXCHANGE COMMISSION.
NEITHER THE DEPARTMENT NOR THE COMMISSION HAS PASSED UPON THE VALUE OF THESE SECURITIES, MADE ANY RECOMMENDATIONS AS TO
THEIR PURCHASE, APPROVED OR DISAPPROVED THE OFFERING OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS MEMORANDUM. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

    ARIZONA RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE ARIZONA SECURITIES ACT IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION PURSUANT TO A.R.S. SECTION 1844(1) AND THEREFORE CANNOT BE RESOLD UNLESS THEY ARE SO
REGISTERED OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

    CALIFORNIA RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
THE CALIFORNIA CORPORATIONS CODE BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY O F THE
OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS
SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE CALIFORNIA CORPORATIONS CODE, IF SUCH
REGISTRATION IS REQUIRED.

    COLORADO RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
COLORADO SECURITIES ACT OF 1981 BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE
OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS
SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR THE COLORADO SECURITIES ACT OF 1981, IF SUCH
REGISTRATION IS REQUIRED.

    CONNECTICUT RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER SECTION 36—485 OF THE CONNECTICUT UNIFORM
SECURITIES ACT AND THEREFORE CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER SUCH ACT OR UNLESS AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.

    FLORIDA RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
FLORIDA SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING.
THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE LAWS OF THIS STATE, IF SUCH REGISTRATION IS REQUIRED.

    THE FLORIDA SECURITIES ACT PROVIDES, WHERE SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA, ANY SALE MADE PURSUANT
TO SUBSECTION 517.061(12) OF THE FLORIDA SECURITIES ACT SHALL BE VOIDABLE BY SUCH FLORIDA PURCHASER EITHER WITHIN THREE DAYS
AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER, OR AN ESCROW
AGENT OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS
LATER.

     GEORGIA RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES ACT OF ANY JURISDICTION BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY O F THE
OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS
SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAW, IF SUCH
REGISTRATION IS REQUIRED.

     ILLINOIS RESIDENTS: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECRETARY OF STATE OF ILLINOIS OR
THE STATE OF ILLINOIS, NOR HAS THE SECRETARY OF STATE OF ILLINOIS OR THE STATE OF ILLINOIS PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     INDIANA RESIDENTS: THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES
LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

     IOWA RESIDENTS: THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES
LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

     KANSAS RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES ACT OF ANY JURISDICTION BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY O F THE
OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS
SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAW, IF SUCH
REGISTRATION IS REQUIRED.
                                                             4
     MAINE RESIDENTS: THESE SECURITIES ARE BEING SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE BANK
SUPERINTENDENT OF THE MAINE REVISED STATUTES. THESE SECURITIES MAY BE DEEMED RESTRICTED SECURITIES AND AS SUCH THE HOLDER
MAY NOT BE ABLE TO RESELL THE SECURITIES UNLESS PURSUANT TO REGISTRATION UNDER THE STATE OR FEDERAL SECURITIES LAWS OR
UNLESS AN EXEMPTION UNDER SUCH LAWS EXISTS.

     MARYLAND RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
MARYLAND SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING.
THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE MARYLAND SECURITIES ACT, IF SUCH REGISTRATION IS REQUIRED.

     MASSACHUSETTS RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE MASSACHUSETTS UNIFORM SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED
AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR
ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE MASSACHUSETTS SECURITIES ACT, IF
SUCH REGISTRATION IS REQUIRED.

     MICHIGAN RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNIFORM SECURITIES ACT OF MICHIGAN AND,
THEREFORE, CANNOT BE RESOLD OR TRANSFERRED UNLESS THEY ARE SO REGISTERED OR UNLESS AN EXEMPTION FROM REGISTRATION IS
AVAILABLE

     MINNESOTA RESIDENTS: THE SECURITIES REPRESENTED BY THIS MEMORANDUM HAVE NOT BEEN REGISTERED UNDER CHAPTER 80A
OF THE MINNESOTA SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
REGISTRATION, OR AN EXEMPTION THEREFROM.

      MISSISSIPPI RESIDENTS: IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE
PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE
SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES AC T OF 1933, AS AMENDED, AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY
WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

     MISSOURI RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES ACT OF ANY JURISDICTION BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY O F THE
OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS
SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAW, IF SUCH
REGISTRATION IS REQUIRED.

     NEW JERSEY RESIDENTS: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE BUREAU OF SECURITIES OF THE
STATE OF NEW JERSEY, NOR HAS THE BUREAU PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. THE FILING OF THE WITHIN
OFFERING DOES NOT CONSTITUTE APPROVAL OF THE ISSUE OR THE SALE THEREOF BY THE BUREAU OF SECURITIES. ANY REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.

     THESE ARE SPECULATIVE SECURITIES AND INVOLVE A HIGH DEGREE OF RISK. THESE SECURITIES ARE OFFERED TO ONLY BONA FIDE
ADULT RESIDENTS OF THE STATE OF NEW JERSEY.

      NEW MEXICO RESIDENTS: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES BUREAU OF THE NEW
MEXICO DEPARTMENT OF REGULATION AND LICENSING, NOR HAS THE SECURITIES BUREAU PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS OR OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     NEW YORK RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
NEW YORK FRAUDULENT PRACTICES (―MARTIN‖) ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED
AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR
ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE NEW YORK FRAUDULENT PRACTICES
(―MARTIN‖) ACT, IF SUCH REGISTRATION IS REQUIRED.

     THIS PRIVATE OFFERING MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY THE ATTORNEY GENERAL PRIOR TO ITS ISSUANCE
AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

      PURCHASE OF THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. THIS MEMORANDUM DOES NOT CONTAIN AN UNTRUE STATEMENT
OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE NOT MISLEADING. IT CONTAINS A
FAIR SUMMARY OF THE MATERIAL TERMS OF DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN.

     NORTH CAROLINA RESIDENTS: THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE NORTH
CAROLINA SECURITIES ACT. THE NORTH CAROLINA SECURITIES ADMINISTRATOR NEITHER RECOMMENDS OR ENDORSES THE PURCHASE OF
ANY SECURITY NOR THE INFORMATION PROVIDED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     NORTH DAKOTA RESIDENTS: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES COMMISSIONER OF
THE STATE OF NORTH DAKOTA NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                                                            5
     OKLAHOMA RESIDENTS: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR THE OKLAHOMA SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SO LD OR
TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF THEM UNDER THE SECURITIES ACT OF 1933 AND/OR THE
OKLAHOMA SECURITIES ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER
SUCH ACT OR ACTS.

     PENNSYLVA NIA RESIDENTS: EACH SUBSCRIBER WHO IS A PENNSYLVANIA RESIDENT HAS THE RIGHT TO CANCEL AND WITHDRAW HIS
SUBSCRIPTION AGREEMENT AND HIS PURCHASE OF INTERESTS UPON WRITTEN NOTICE TO THE GENERAL PARTNERS GIVEN WITHIN TWO
BUSINESS DAYS FOLLOWING THE EXECUTION OF HIS SUBSCRIPTION AGREEMENT, THE EFFECTIVENESS OF THE EXEMPTION FROM
REGISTRATION WITH THE PENNSYLVANIA SECURITIES COMMISSION, OR HIS MAKING OF THE INITIAL PAYMENT FOR THE PURCHASE OF HIS
INTERESTS, WHICHEVER IS LATER. ANY NOTICE OF CANC ELLATION OR WITHDRAWAL SHOULD BE MADE BY TELEGRAM OR CERTIFIED OR
REGISTERED MAIL AND WILL BE EFFECTIVE UPON DELIVERY TO WESTERN UNION OR DEPOSIT IN THE UNITED STATES MAILS, POSTAGE OR THE
OTHER TRANSMITTAL FEES PAID. UPON SUCH CANCELLATION OR WITHDRAWAL, THE SUBSCRIBER WILL HAVE NO OBLIGATION OR DUTY UNDER
THE SUBSCRIPTION AGREEMENT TO THE PARTNERSHIP, THE GENERAL PARTNERS, THE PLACEMENT AGENT OR ANY OTHER PERSON, AND WILL
BE ENTITLED TO THE FULL RETURN OF ANY AMOUNTS PAID BY HIM, WITHOUT INTEREST.

     NEITHER THE PENNSYLVANIA SECURITIES COMMISSION NOR ANY OTHER AGENCY HAS PASSED ON OR ENDORSED THE MERITS OF THIS
OFFERING AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

     PENNSYLVANIA SUBSCRIBERS MAY NOT SELL THEIR LIMITED PARTNERSHIP INTERESTS FOR ONE YEAR FROM THE DATE OF PURCHASE IF
SUCH A SALE WOULD VIOLATE SECTION 203(D) OF THE PENNSYLVANIA SECURITIES ACT.

      SOUTH CAROLINA RESIDENTS: IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE
PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE
SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY
WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

     SOUTH DAKOTA RESIDENTS: THESE SECURITIES ARE OFFERED FOR SALE IN THE STATE OF SOUTH DAKOTA PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SOUTH DAKOTA BLUE SKY LAW, CHAPTER 47-31 A, WITH THE DIRECTOR OF THE DIVISION OF
SECURITIES OF THE DEPARTMENT OF COMMERCE AND REGULATIONS OF THE STATE OF SOUTH DAKOTA. THE EXEMPTION DOES NOT
CONSTITUTE A FINDING THAT THIS MEMORANDUM IS TRUE, COMPLETE, AND NOT MISLEADING; NOR HAS THE DIRECTOR OF THE DIVISION OF
SECURITIES PASSED IN ANY WAY UPON THE MERITS OF, RECOMMENDED, OR GIVEN APPROVAL TO THESE SECURITIES. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

     TENNESSEE RESIDENTS: THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES
LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE
FINANCIAL RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

     TEXAS RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER APPLICABLE SECURITIES LAWS OF TEXAS AND THEREFORE
CANNOT BE RESOLD OR TRANSFERRED UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR UNLESS AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.

    UTAH RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UTAH UNIFORM SECURITIES ACT AND, THEREFORE,
CANNOT BE RESOLD OR TRANSFERRED UNLESS THEY ARE SO REGISTERED OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

     WASHINGTON RESIDENTS: THE ADMINISTRATOR OF SECURITIES HAS NOT REVIEWED THE OFFERING OR THIS MEMORANDUM AND
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF WASHINGTON, CHAPTER 21.20 RCW, AND, THEREFORE, CANNOT
BE RESOLD UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT OF WASHINGTON, CHAPTER 21.20 RCW, OR UNLESS AN EXEMPTION
FROM REGISTRATION IS AVAILABLE.


THE PURCHASE OF LIMITED PARTNER INTERESTS DESCRIBED IN THIS MEMORANDUM INVOLVES A HIGH DEGREE OF RISK (SEE ―RISK FACTORS‖)
AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE TOTAL LOSS OF THEIR INVESTMENT.


NO DEALER, SALESMAN, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT
CONTAINED IN THIS MEMORANDUM AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON. NEITHER
THE DELIVERY OF THIS MEMORANDUM NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE THE IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE INFORMATION CONTAINED HEREIN SUBSEQUENT TO THE DATE HEREOF.


PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL, BUSINESS, OR TAX ADVICE. EACH
INVESTOR SHOULD CONSULT HIS OWN ATTORNEY, BUSINESS ADVISOR, AND TAX ADVISOR CONCERNING THE LEGAL, BUSINESS, TAX, AND
RELATED ASPECTS OF HIS INVESTMENT.



                                                            6
                                                          RISK FACTORS

    Purchase of stock offered hereby involves a degree of risk. Prospective investors are urged to carefully consider the inform ation
presented herein and to give special attention to the risk factors set forth below.

    1. Limited Operating History. The Company was incorporated in 1988 and has no operating history upon which
prospective investors may evaluate future performance.

     2. Accuracy of Forecasts. The Company assumes that forecasts presented herein are accurate however there can be no
assurance the Company will meet all projected forecasts.

    3.   Dilution. Investors may incur dilution of the value of shares purchased.

    4. Restrictions on Transfer. Persons purchasing shares should assume they will hold such shares for the periods set forth
herein.

    5. No Patent Protection. Currently, there exists no patent protection for the product contemplated herein, however, the
Supplemental Type Certificate issued by the FAA will, in effective, be a lifetime patent for the equipment (some of which is
proprietary) and procedures used to develop the models mentioned herein.

                                             INVESTOR SUITABILITY STANDARDS

     This offering memorandum of the Company (―Private Placement Memorandum‖) is Common Stock and is presented only as a
convenient summary of certain terms of the offering. Offerees and their advisors are cautioned that only by a thorough and
complete review of the entirety of this Private Placement Memorandum, the Appendices hereto, an d the documents summarized
herein, can a complete understanding of the terms and risk of the offering be obtained. Offerees are cautioned not to constr ue this
Private Placement Memorandum or any prior or subsequent communication as constituting legal or t ax advice. Each offeree should
consult his personal counsel, accountant, and other advisors as to the legal, tax, economic, and related aspects of the inves tment
described herein and it s suitability for the offeree.

     The Private Placement Memorandum cont ains a summary of certain provisions of the documents relating to this investment.
While the Company believes these summaries contain fair statements of such documents, the summaries do not purport to be
complete and are qualified in their entirety by reference to the terms or the original documents. In case of a conflict between this
Private Placement Memorandum and any of the original documents, the original documents shall govern. The representations, rights,
objectives, obligations and agreements of the parties to this transaction shall be governed solely by the documents entered into in
connection herewit h.

     This offering has not been registered wit h the Securities and Exchange Commission or any other federal or state agency and is
offered pursuant to Sections 3(b) or 4 (2) of the Securities Act of 1933, as amended (―the ACT‖) and Regulation D promulgated
thereunder. The Company will therefore accept subscriptions for Common Stock only from ‗ACCREDITED INVESTORS‘ as defined in
Regulation D of the ACT and not more than 35 persons or entit ies who are not each an accredit ed investor. The Company believes
that the person or entity, either alone or with his or its purchaser representative(s), will possess such knowledge and exper ience in
financial and business matters that the person or entit y is capable of evaluating the merits and risks of this prospective investment.

    By accepting delivery of this Private Placement Memorandum, each offeree agrees to return this Private Placement
Memorandum and all other documents to the Company if the offeree does not subscribe to purchase any of the Common Stock.

    The purpose of the Private Placement Memorandum is to provide the prospective investor wit h that information which the
Company believes is pertinent in making an informed investment decision as to an investment in the Company. The Company
recognizes that additional information may be desired by a prospective investor prior to that person making an investment dec ision.
Therefore, each person to whom an offe r is made is encouraged to make further inquiry in an effort to answer satisfactorily any
questions that person may have.

     Requests for further information should be made to the company and such information should only be relied upon when
furnished in written form and signed by the President of the Company.

    No broker, salesman, or any other person has been authorized to give any information or to make any representation, other
than those contained herein (or information requested by a prospective invest or in written form, signed by the President of the
Company) and if given or made, such information or representations must not be relied upon as having been authorized by the
Company or by any other person.

                                                       OFFERING SUMMARY

    This Offering consists of 1,600,000 shares of Common Stock, $.00001 par value, at $6.25 per share, of American West Aircraft

                                                                  7
Corporation (AWA or Company). The Company intends to pay a quarterly dividend however, the declaration and payment of future
dividends will be dependent upon t he earnings, financial condit ion, available capital and surplus of AWA, restrictive provisions in
agreements to which AWA may be subject and other factors that the Company‘s Board of Directors may, in its discretion, consid er.

    A sinking fund shall be est ablished at the Company‘s prime bank into which account an appropriate amount from the Company‘s
cash flow will be made to pay the dividends. The proceeds of this offering will be used to fund the expansion of the Company ‘s
operation, the completion of a production facilities, acquisition of a Learjet for completion of a Delta-5, including the purchase of two
535 Pratt & Whitney engines, and obtaining the FAA SUPPLEMENTAL TYPE CERTIFICATE.

The Offering will terminate on February 29, 2001 unless extended b y the Company, in its sole discretion, for a period not to exceed
90 days.
                                                                          Estimated
                                                 Price to                 Offering                  Proceeds to
                                                Investors                 Expenses                     Company

1,600,000 shares of Common Stock
   at $6.25 per share.                           $10,000,000                   1,850,007                   8,150,063
Minimum Subscription                           2,000 shares                     ($12,500)

   Subscriptions will be received at American West Aircraft Corporation, 2885 E. Quail Ave, Las Vegas, Nevada 89120. The
Company reserves the right to accept or reject any subscriptions.

                                                          CAPITALIZATION

     The following table sets forth the capitalization of the Company as of June 30, 2000, and is adjusted to give effect to the sale of
the Common Stock offered hereby and the application of net proceeds therefrom as described under ―Purpose of the Offering and
Use of Proceeds.‖
                                                               As Of                         As Adjusted
                                                        June 30, 2000                      For This Offering
Long-term Debt                                                 —0—
Common Stock, par value
$.0001, 15,000,000 shares                                     $10,015,000                           —0—
Issued and outstanding
Preferred Stock, par value
$.0001, 4,946,257 shares
Issued and outstanding                                           —0—                             $4,480,069.65

      If holders of Preferred Stock choose to convert their shares to Common Stock on a one to one a half conversion, they must first
provide the Board of Directors with a written statement to that effect 20 days before conversion.

                                        PURPOSE OF OFFER ING AND USE OF PROCEEDS

    The principal purposes of the offering are to provide adequate working capit al and production facilities for the growth and
expansion of the Company operations.

     The following listing is an estimation by the Company of the dollar amounts which will be applied to specific expenditure
classifications. These are estimates only and may vary from the actual expenditures.

OFFERING EXPENSES (including Legal, Accounting, Printing and Sales Costs) 10%                                $1,850,000
Company Operations                                                                                            5,265,000
Production Facility (Sundance Airpark)                                                                        1,735,000
Production Facility (520,000 sq. ft. hangars)                                                                 1,000,000

                                                        MARKET PRICE DATA

     The Company is a publicly held company that is listed in the OTC Bulletin Board. Trading has been stopped by the company
pending a full Small Cap NASDAQ registration (the quiet period). There are 15,000,000 shares of Common Stock outstanding, of
which 10,400,000 are closely held. Of the remaining shares, 2,100,000 are registered and freely tradable and 3,323,000 are
restricted. That registration number is 33-2 1 1669 a copy of which may be examined or obtained from the Securities and Exchange
Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C., 20549, upon the payment of the fee prescribed by the R ules
and Regulations of the Commission.

    The High and Low Bid quotations for the past year were $6.25 and $4.00 respectively.


                                                                   8
                                                 INVESTMENT CONS IDERATIONS

    Drex L. Hansen will have effective control over 10,400,000 shares of Common Stock, or 69% of the outstanding shares an d
4,446,257 shares of Preferred Stock. After converting the Preferred Stock to Common Stock, Mr. Hansen‘s effective control would
become 76.345%.

                                                               HISTOR Y

     American West Aircraft is the outgrowth of a vision Mr. Hansen had during his two years in the U.S. Army from 1968 to 1970.
After his discharge, he formed Executive Pilots, Inc., in Sacramento, California to sell new and used aircraft, do maintenance, flight
training, and be contract charter. During 1970, Mr. Hansen sold the first civilian aircraft to a Japanese c ivilian since before W.W. II.
Executive Pilots, Inc. was sold at a profit in 1973. In 1974, Mr. Hansen formulated his dreams to reality by designing his c ompany
logo and beginning work under the d.b.a. American West Aircraft. In the early 1980‘s, Americ an West Aircraft was incorporated in
the State of Texas. In 1983, the Corporation was sold to Dr. A.L. Mendelo, with Mr. Hansen retaining the name and the logo. Since
1983 American West Aircraft has operated as a d.b.a. In February 1986, a tornado destroyed American West Aircraft‘s hanger and all
of its equipment including its aircraft. To date, Mr. Hansen has not settled with any insurance carrier nor has he accepted any
advances or offers. During the February 1986 tornado, the original prototype that is the basis of this memorandum was destroyed.
The new PROOF OF CONCEPT AIRPLANE LEAR 23-057 is presently in the hanger and has been X-rayed and is undergoing
modifications.

                                                     DESCRIPTION OF BUSINESS

     American West Aircraft began its research into the direction the Company is now following in 1984. It began identifying and
locating the 658 20 Series Learjets throughout the world to which its technology is applicable. The development of the prototype and
its application to the aircraft industry is c lassified by the Company but will be divulged to certain investors upon request with certain
confidentiality agreements being executed until such time as the SUPPLEMENTAL TYPE CERTIFICATE (STC) can be obtained.
American West Aircraft also continues to buy and sell various aircraft.

     Another of the in house modification projects American West Aircraft is doing is the Gulfstream Commander 680/690‘s. Although
large, the modifications will not be as comprehensive as with the Learjet Delta-5‘s. Modifications will include new engines, spinners,
propellers, and the addition of NASA designed winglets, as well as new paint and interior.

    The Company has entered into the final phase of negotiations with the Department of Commerce in Oklahoma City, Oklahoma.
They are aiding in the staffing, utilities, and build ing of the production facilities at of Sundance Airpark for the purpose of adding to
the existing buildings for our production facilities for the Learjet Delt a-5, Turbo-Commander 777‘s, and the housing of Kestrel Aircraft
Company. With the acquisition of Sundance Airpark in Oklahoma City, Oklahoma, American West Aircraft has an already built,
working airport with enough room for the immediate production of the Learjet Delta-5 beginning in January 2001.

     Kestrel Aircraft Company was purchased, in whole, as a subsidiary by American West Aircraft in October 2000. With this
acquisition, American West Aircraft will have four new aircraft to put in production. Kestrel Aircraft Company has used the same
software and testing models for the new aircraft that were used to create, test and build the Boeing 777. All of the models and
testing on the first of the aircraft, the K-250, has been completed. Upon the completion of the new production facilities being built at
Sundance Airpark in Oklahoma City, Oklahoma, American West Aircraft will immediately begin the certification and production of t he
K-250.

    Sundance Airpark, which was purchased in whole by American West Aircraft in September 2000, is a fully functioning airp ort
which, by itself and as is, makes a profit. It has the latest technology used in large commercial airports, a self -fueling station, and
operates at 100% capacity for hangar space wit h a waiting list as the norm. This acquisition gives American West A ircraft the
freedom to begin production immediately, without having to wait for facilities to come available, or be built.


                                                          TRANSFER AGENT

American West Aircraft currently acts as its own transfer agent, and will continue to do so until a satisfactory agent is found. Any
inquiries regarding this area should be sent to the Company headquarters attention to Julie York.

                                                        LEGAL PROCEEDINGS

There are no pending legal proceeding against the Company.

                                                            MANAGEMENT

The officers and directors of AWA are as follow s:

                                                                    9
Name                                                Position
Drex L. Hansen                                      Chairman of the Board, President and Chief Executive Officer
Larry Hueberger                                     Chief Production Engineer
Robert Schalitt                                     Middle Eastern/Asian Director At Large
Lee Mize                                            Director, Supervising Composite Enginee r
Stan Ford                                           FAA Modification Manager

The backgrounds of the management team are as follows:

                                                               DREX L. HANSEN
                                                      Chairman of the Board, President, CEO

QUALIFICATIONS:                                     EDUCATION:
CERT. #1594594                                               Sacramento City College, studied Business Law, Management
Airline Transport Pilot, Multi-engine                        and Land Business Psychology.
Commercial Pilot, Single-engine                              U.S. Army Adjutant General School, Ft. Benjamin Harrison,
Learjet Type Rating                                 Indianapolis, Indiana 1968, Honorably discharged from the Army
FAA Medical: First Class (3-25-80)                           in March 1970.

EXPERIENCE:
3/1970 to 6/1973 - President, Executive Pilot, Inc.
6/1973 to 11/75 - Built, Developed and Raced Drag Hydroplanes (1975, World APBA Points Champion).
1976 to 1978 - Real Estate Developer.
1979 to 1980 Contract Pilot for Stanford Research Institute, National Geographic and all media groups including CBS,
                NBC, ABC, API, and UPI. Also contracted for DHL Portland International Airport to Seattle.
1980 to 1981 Casper Air Service, Casper, Wyoming. Sold Gulfstream aircraft in their Turbine Sales Department.
                Recommended by the Vice President of Sales of Cessna Aircraft to Northwest Aviation in Houston.
1982, Mort Hall Aviation, Houston, Texas. Established multi-engine Cessna line.
1982 to Present, American West Aircraft.

PERSONAL:
1978 Learjet trained (Airline transport pilot, Qualified to train Learjet pilots).
1981 Gulfstream Pilot and maintenance training and also Cessna Management training.
1981 to Present: Qualified Airline transport pilot, Learjet qualified, instrument, commercial, multi-engine landing, commercial single-engine landing.

                                                               LARRY HEUBER GER
                                                              Chief Production Engineer

QUALIFICATIONS:

Flew as co-pilot on B-26 on Desert Research Institute research flights.
Chief Engineer on Lear Star 800 which is now called the Challenger and built by Canadair.
Design Engineer - Advance Design - Beech Aircraft Company.
Project Engineer for Learjet on Models 23,24,25.
Project Manager on twin engine Derringer.
Flight Engineer for Continental Airline on 006,007, and 707‘s.
Operated two approved aircraft and engine repair stations.
Served in Army Air Corps Liason L-4‘s and L-S‘s.
Glenn L. Martin (Omaha) 8th man down over 26,000 employees, manufacturing the Martin
B-26 Maurader (148 ships per month) and also the B-29. Mod center for the B-24 and B-25.
FAA License - No. 50624
Airplane single and multi engine land
Instrument
Airframe Power Plant #79933
Flight Engineer #1 228790
Radio Telephone Operator #1OE1289

FAA License Ratings currently held:
Commercial Pilot, Multi Engine, Instrument #50624
Airplane and Engine Mechanic #79933
Flight Engineer #1228790
Radio Telephone #10E1289

EXPERIENCE:
OMAC, Inc., Reno, Nevada, May 1978 - October 1983.
Position: Vice President and Chief Project Engineer. At OMAC had responsibility for the entire project.
Engineering, shop, up to and including the first flight test. The first flight was on December 11, 1982.

Desert Research Instituted, Reno, Nevada, 1976 to May 1978. Co-pilot on B-26, flew research missions through thunderstorms in Oklahoma and cloud

                                                                           10
seeding tests in the Sierras.

Lear Aviation Corporation, Reno, Nevada, October 1968-1976. Position: Administration Engineering Assistant to Mr. Lear. Responsibilities: Responsible
to Mr. Lear for overall program management of Learstar 600. Liaison with vendors and outside consultants and personnel management.

Beech Aircraft Corporation, Wichita, Kansas, February 1967-October, 1968.
Position: Design Engineer in Advance Design. Immediate supervisor was Leroy Clay, Head of advance design. Designed twin and twin jets and turbo
prop planes.

Learjet Corporation, Witchita, Kansas - 1964 to 1967.
Position: Engineer on Learjet Model 23 assigned to special projects. Improved the design after certification by introduction of chem-milled skins and
newly designed spars which reduced man-hours and manufacturing costs. Also worked out many other aspects of the special designs and
improvements. Project Engineer on the Learjet Model 24. The Model 24 was certified under F.A.A., bird-proof windshield, new tip tanks, etc. All
items that were necessary to comply with F.A.A. 25 requirements. Assistant Project Engineer on the Model 25 over structural, controls, furnishings
and equipment, power plant, hydraulics and landing gear groups. Wrote the F.A.A. 25 Compliance Reports. Laid out the stretched version of the
Learjet Model 24, which is the Model 25.

Wing Aircraft Company, Torrance, California-1960 - 1964.
Position: Project Leader at the beginning of the Derringer program. Started with a three-view drawing and two artist‘s sketches. We built the first
prototype and flew this prototype over 300 hours, performed all flight testing on this aircraft. As Supervisor, Test and Dev elopment - was responsible
for the complete status test program conducted for the F.A.A. Also built the F.A.A. flight test model.

Continental Airlines, Los Angeles, California - 1951 to 1964.
Position: Flight Engineer on DC-6, DC6B, DC-7C and Boeing 707. Have logged over 7,500 hours as a Flight Engineer.

1946 to 1951 - Mason City, Iowa.
Position: Shop Foreman in charge of aircraft and engine F.A.A. approved shop (single engine and light twins). Held a DAMI r ating.

Military Service - Army Field Artillery 1944 to 1946.
Worked as A&E mechanic on L-5 and L-5 Liaison aircraft overseas in European Theater. Honorable Discharge.

Glenn L. Martin Co., Omaha, Nebraska - 1942 - 1944
Position: Supervisor - Flight Line Inspection on the Martin B-26, was in charge of signing all aircraft off for flight test. Also in charge of signing off
experimental modifications on the B-26. On the B-29 was in charge of setting up 56 jigs, six of which were 85 feet long.

1936 to 1942 - Mason City and Des Moines, Iowa.
Position: A&E Mechanic, shop overhaul.
Member of the Experimental Aircraft Association (EAA) and have designed and built the following.

Doodle Bug - Single place, high performance, 90 H.P.
Continental, top speed 212 mph.
Single Place Ram-jet helicopter.
Sizzler - two-place, all metal, 19‘2 span, ―T‖ tail, trigear, 125 h.p. Lycoming. Top speed 180 mph.
Stinger – two-place, all metal, delta wing pusher prop, canard trim control. 125 h.p. Lycoming, tri-gear, folding panels.

                                                                ROBERT SCHALITT
                                                        Middle Eastern/Asian Director At Large

QUALIFICATIONS & EXPERIENCE:
Accumulation of over 30,000 flight hours             Flew in Royal Air Force and U.S. Army Air Corps during WW II

After WW II dealt in U.S. government surplus aircraft and parts. Due to this, in 1948 owned third largest air force in the world. Since then has
continued to travel the country buying and selling private and executive aircraft. Has acted as consultant to various FBO‘s helping them engage in
aircraft sales.

Worked for Mooney for fiv e years establishing dealers east of the Mississippi. Was responsible for one out of every three Mooney‘s sold during this
time.

Joined Keystone Aircraft for the next eight years. At that time it was a newly founded aircraft sales and charter organization. It eventually became
one of the three largest in unit sales of turbine, jet and reciprocating engined executiv e aircraft in the country.

In 1972, established own company, Worldwide Wings, which allows him to continue to buy and sell aircraft. Since then has als o been an active party
in American West Aircraft.

                                                                     LEE MIZE
                                                      Director, Supervising Composite Engineer

QUALIFICATIONS:
Los Sierra College - Riverside, CA 1954-1958
Graduated with degree in design engineering.

U.S. Army 82nd Airborne 1959 - 1961
                                                                             11
EXPERIENCE:
McDonald Douglas Aircraft 1961 – 1967
Worked in the engineering department.

1970 – present
Began manufacturing aircraft parts as a subcontractor to Executive Pilots, Inc. while Drex Hansen was President. Executiv e P ilots, Inc. later became
Grumman Aircraft, which later became Gulfstream Aerospace Corp. During the time Drex Hansen was President of Executiv e Pilots, Inc., Lee Mize
and Drex Hansen made F.I.A race car parts for General Motors.

Mize Boats 1967 – 1983
Owner/designer and manufacturer of high performance race boats. Set four world records. Sold Mize Boats in 1983.

Weatherly Aviation 1985 – 1995
Designed and built crop-dusters; supervised the composite department.

Mize Engineering 1995 – present
Built two experimental composite airplanes. Specializes in designing and manufacturing Beechcraft wing tips and fuel tanks out of composites.
Currently involved in building a jet propelled race boat with J-85 GE CT-610 jet engines, with after burners. This is designed to break the drag boat
world record.

                                                                STANLEY FORD
                                                             FAA Modification Manager

QUALIFICATIONS:                                     EDUCATION:
Airframe & Power Plant (A&P)                        U.S Army Schools – Aircraft Repair
BCI Authority                                                Los Angeles Trade Tech – Two year aircraft mechanic course
DC-9 Taxi & Run up Authorization                             DC-9 initial 1977, Radiology courses

EXPERIENCE:
Continental Airlines – Houston, TX
November 1974 – present
Working as Maintenance Supervisor for Boeing 777 and 747 aircraft. Has been Supervisor on B&C checks, Mechanic, Inspector, a nd Non-Destructive-
Testing in X-ray department, relief and crew chief at Hobby Hangar C check crews, worked at IAH as B check crew chief on all types of Continental
aircraft (727, DC-9, DC-10).

Airsearch – Houston, TX
Worked on many types of corporate aircraft.

Natchitoches Flying Service – Natchitoches, LA
Three years Lead Mechanic supporting college program and local aircraft.

Lincoln Flying Service – Ruston, LA
One year worked off-shore supporting maintenance.

U.S. Army/Aviation Maintenance Division
January 1959 – March 1962
Worked on fixed wing aircraft and helicopters in the US and Korea.

Louisiana National Guard/Aircraft Division
October 1956 – October 1959
Worked on state fixed wing aircraft and helicopters.




                                                                           12
                                                AMERICAN WEST AIRCRAFT
                                           EXECUTIVE SUMMARY – LEARJET DELTA-5
The modification of the Learjet 20 series into a Learjet Delta-5 is a Supplemental Type Certificate (STC), which is issued by the
Federal Aviation Administration (FAA). A production STC allows a company to produce and sell modified aircraft to the public . The
shareholders of, American West Aircraft has invested US$ 23.5 million into this new Model Learjet. Original Learjet
certification/design personnel performed some of this engineering -design work and some of the engine-installation was done by the
Pratt and Whitney Corporation of Canada. The project's management team consists of a Who's Who in the Learjet and aviation
industries. This new jet will set a new around the world speed record as part of the public marketing. This flight will be featured in
30 - 40 aviation magazines throughout the world.


Over the last 35 years Learjet has produced over 2,000 corporate jets. They are, without doubt, the leader in the development and
sales of the light jet industry. The Lear 20 series was built from the mid sixties thru the mid -eighties, using inefficient and noisy
General Electric jet engines. During this time, jet fuel was relatively cheap, $0.19/gal, and noise was not a concern for air craft
operators. The eighties and nineties, however, saw some significant changes. First, jet fuel increased to $2.90/gal and sec ond, the
FAA implemented a series of noise abatement regulations that restricted and/or prevented these aircraft from landing at many
airports. This new model Learjet has addressed the aforementioned problems. Utilizing a new STC allowing American West A ircraft
to produce a jet that can be sold at substantially less than the price of the competition's "new" jets, wit h the Learjet D -5 having many
operational benefit s!

To begin, the first task was to re-engineer the Learjet 24's, 25's, 28's and 29's, including a major weight/size reduction to all of the
sub-systems. This has taken eight years to complete and has been accomplished by some of the original Learjet engineers, one of
whom was the original project manager, and another was one of the original test /certification pilots. Pratt and Whitney has also
aided in the engineering. The Pratt and Whit ney representative provided the team with data and computer runs that showed that
the Pratt engines (while being less noisy, are twice as fuel efficient, and we ighing two hundred pounds more) proved to be very
desirable from a thrust vs. vibration in an operational form. From an overall operational standpoint, the Pratt and Whitney 535 is an
ideal engine for this airframe and an obvious choice.

The Learjet Delt a-5, as Re-Manufactured by American West Aircraft, consists of buying, overhauling, and modifying the airframe of
Learjet 24's, 25's, 28's and 29's. The modifications will consist of: stripping the airframe of all systems, flight controls , engines,
avionics and air conditioning, interior; performing a 12 year and 10,000 hour airframe inspection, including: X -ray, Eddy Current and
Parker Probe airframe inspection & overhaul. The 6000 Landing, landing gear overhaul and all systems get replaced with new state
of the art technology. Added and/or replaced are certain airframe structures with modified parts, including: new engine nac elles,
pylon, flap extensions and other surface parts. Each aircraft will be retrofitted with new Pratt and Whitney turbo -fan engines. The
exterior and interior of each aircraft will be completely replaced and refinished with a newly designed interior, showing off some new
found room with an aft -rest room and wash basin on the inside and a large exterior baggage plus a golf bag/ ski tube in the
empennage.

This jet will carry the same warranty as a new Learjet. The same twenty-eight warranty sites that provide world wide maintenance
for Learjet Corporation will make their facilities availab le around the world for all warranty work and repairs. There are several
hundred Pratt and Whit ney Service Centers that are able to perform all engine warranty work and most of them will be able to do
airframe warranty work as well. Pilot and mechanic certification is also included.

The resulting new model aircraft (i.e. 24*=24* Delta-5, 25*=25* Delta-5, 28=28* Delta-5 29=29 Delt a-5), is completely new except
for the airframe. This jet will have double it s present range and one -half the fuel consumption (lb. of fuel/lb of thrust/ hour), less
maintenance cost (standardized to new aircraft technology). * all variations

Several major advantages will exist with the Learjet Delta-5.

         We do not have to create a new market as we are removing as many from the market as we are putting into the market.
         We are replacing a jet that is in many ways obsolete, wit h one that is new and better.
         The price of the jet is 25% lower than other "new" jets that are similar but not as efficient.
         The insurance is lower due to lower hull value and lower V -REF speeds.
         The entry level price and excellent financing package – your trade in aircraft or a min imum of US$ 250,000 cash, with
          amortization schedules as long as 15 years (approximately US$ 24,000 per month) - allows a lower down and monthly
          payment.

Cost per mile flown will be greatly reduced by the new, high efficiency jet engines produced by Pratt and Whitney. These engines
have half the fuel consumption that the original General Electric engines have and meet all FAA Stage III noise standards. K eep in
mind that the price of fuel, if you have a contract at your home base, is now close to $1.20 per gallon. When refueling away from
home the price can reach $3.50 per gallon. These more efficient engines, the gross weight change that allows more fuel on bo ard
with any given cabin load greatly increases the range, and other engineering/aerodynamic advances have created the lower V -REFS
and other major advantages the Learjet Delta-5 has over the competition.

                                                                   13
                                                           LEARJET DELTA-5

I.         LEARJET DELTA-5

           A.       Description

This NEW aircraft is called a LEARJET DELTA -5. This aircraft is manufactured utilizing an overhauled existing Learjet airframe and
fitting it with new and exciting technology including the latest wing technology. This jet has new, highly efficient Pratt a nd Whitney
jet engines, a newly designed interior (to include a walkthrough to the rear installed flushing potty basin/lav), new avionic s, a new
flight control system, overhauled landing gear, and new exterior (to include a large exterior aft positioned baggage and golf/ski tube).
Additionally, this excit ing new aircraft will very soon own a new around the world speed record for its size and class.

           B.       Price

           LEARJET MODEL DELTA-5
Learjet   24 Delt a-5 (Garmin)                           $4.1   million
Learjet   24 Delt a-5 (Honeywell)                        $4.4   million
Learjet   25, 28, 29 Delt a-5 (Honeywell)                $4.9   million
Learjet   25 Delt a-5 (Garmin - freighter)               $4.2   million

           C.       Competition

 Jet Aircraft                         Price 4 th Quarter 2000          Maximum RangeIFR                      Passengers & Baggage
 Learjet 24 Delt a-5 (Garmin)         $4.1 million                      3000 nm                              5
 Learjet 24 Delt a-5 (Honeywell)      $4.4 million                      3000 nm                              5
 Learjet 25; 28; 29 Delta-5           $4.9 million                      3340; 2500; 2900 nm                  6
 Learjet 25 Delt a-5 (Garmin ftr.)    $4.2 million                      3340 nm                              0
 Learjet 31 A                         $6.6 million                      1460 nm                              5
 SJ-30-2                              $4.9 million                      2500 nm*                             5    *2
 Premier 1                            $5.1 million                      1437 nm*                             5    *4
 Cessna CJ-2                          $4.7 million                      1445 nm*                             5    *4
*maximum range only attainable wit h the amount of passengers listed behind asterisk

All of these jets, wit h the exception of our Learjet Delta-5‘s, and the Learjet 31 A, are "ultra lights" that carry, at most, five
passengers with any usable fuel/range and are powered by very small jet engines. The wings are thin -skinned and cannot be walked
on. The range of these planes is not great enough to make a transoceanic flight, or even fly to Hawaii. Our jet is able to fly from
New York to Paris non-stop, or fly two hours past Hawaii with fuel reserves.

II.        MARKET ANALYSIS

The market size is far greater than the availability of Learjet 20 series. At present 640 Learjet 24's, 25's, 28's and 29's have been
identified as candidates for modification. The new Learjet Delt a-5 will offer the advantage of reduced cost per mile flown. The
charter operators alone could purchase all the 25 Delta-5's that American West Aircraft will produce. Corporations that want to
maintain ownership of their Learjets can/will trade their aircraft in for the advantages offered by the exciting new Learjet Delta-5.
American West Aircraft is also contracting wit h companies that need addit ional aircraft for outright purchases.

Current owners of all types of general aviation aircraft, including corporate jets, are increasing their use of their aircraf t, and are
adding new aircraft.

Our market is the customer who does not want to purchase a new jet with the advantages of our jet. Our cost is lower than similar
new jets and about the same price as a used one, while offering the advantages of greater speed and lower over all operationa l
costs, amounting to a lower overall cost per mile flown.

                                                                CONCLUS ION

This extensively modified aircraft represents a new segment in the market for jet aircraft. It fits in between older, used j et aircraft,
and most new jet aircraft. In some respects, it is anticipated that this modified jet will have lit tle or no direct competition since no jet
aircraft will be able to offer the same configuration, the same features, and the same performance capabilities at the same p rice.
Competition from new (more expensive) or used (less expensive) jet aircraft will b e real if this jet aircraft‘s capabilities were not
needed. However, this generally is not the case. Potential buyers for this modified aircraft include those shopping for a t urboprop
who, for the same money, will be able to buy a "new" jet that costs the same to operate on a per mile basis as a turboprop. This jet,
however, is capable of flying twice as far in the same time it would take most turboprops to fly a set distance and at much h igher
altitudes above all weather. These airplanes are certified to 45/51,000 feet.


                                                                      14
Another conversion that American West Aircraft is doing is the Turbo Commander 777. . We do not buy the aircraft, as with t he
Learjet Delta-5, but modify owner's aircraft. This modification utilizes Walters 601 -F engines, which supply 777 HP, and German MT
5-bladed, composite propellers. The worldwide acceptance of the Pratt & Whit ney design type of powerplant and the super quiet
propeller makes this combination a very efficient and effective conversion. The price for the conversion is US$ 499,000. This
includes the engines, spinners, propellers, NASA designed winglets made of carbon fiber, new paint, new leather interior, and a
Longform (annual) inspection. All models same wing-span as an 840, includes major airframe, Longform inspection. When
conversion is completed the aircraft will have the following specifications:

        New Speed: 305 kts. (350 mph)
        All engine new service ceiling: 32,500 msl
        New Maximum Fuel Available: 474 US gallons (2,000 nm)

A Garmin 530 International Avionics Package is available, complete with; 2 navs, 2 comms, 2 large moving maps, 2 GPS nav systems,
new transponder, new audio amplifier, new DME, new ILS for (US$ 39,990).




                                 WHISPER-WASH DEICING/ANTI-ICING SYSTEM
                                                      EXECUTIVE SUMMARY

Whisper Wash™, a wholly-owned subsidiary of American West Aircraft Corporation, is manufacturing and marketing its patented
aircraft deicing/anti-ic ing technology. The Whisper Wash™ Aircraft Deicing and Anti-icing System was originally conceived after a
series of airline crashes caused by wing ice highlighted deficiencies in current deicing/anti-icing technology, timing and departure
sequencing.

For more than forty years, the airline industry has responded to the problem of deicing airplanes in the same way - by spraying glycol
(car anti-freeze) onto the plane. The spraying is done in two steps: once to remove the snow and ice (called deicing) and a second
time to prevent their build-up on wing surfaces (called anti-icing). The old technology is based on modified fire trucks with ―cherry
pickers‖ delivering deicing to airp lanes. This is both inefficient and an environmental nightmare. A non -glycol based deicing system
was needed. The guiding principle was ―Why use a chemical to do a mechanical job." Deicing (snow/ice remov al) is a mechanical
process; Anti-icing (the protection from re-freezing) is achieved wit h a thin coating of glycol on wings and control surfaces. Thus, an
alternate technology based on forced-air deicing was developed, patented, and built.

The U.S. Dept. of Energy (DOE) and the Environmental Protection Agency (EPA) provided a grant in 1996 to assist in prototype
construction and testing at the Baltimore Washington International (BWI) Airport. This official recognit ion from the DOE/EPA
catalyzed airline industry acceptance of this technology. Forced-air deicing is now recognized by the Federal Aviation Administration
(FAA) as a viable alternative technology.

In addition to official recognition of viable alternative deicing technologies, there are other key factors that have resulted in the
present competitive position of Whisper Wash™ in this industry. The FAA reports that, at the present rate of increase, the d emand
for air travel will double within 20 years. Recent accidents have heightened the public's awareness of safety issues. Environ mental
regulations on deicing operations, first imposed in 1995, have ended a three -year phase-in so that full regulatory compliance is now
required. Current technology (deicing/anti-icing trucks) cannot meet these requirements. As the complexity and traffic schedules of
air travel today have increased, the costs associated with this outdated technology have escalated, in terms of dollar costs, flight
delays, wasted fuel, and clean-up expenses.

The problem of adequately deicing aircraft is so pervasive in the aviation industry that it is specifically acknowledged in the Code of
Federal Regulations (14 CFR Part 121; Sept. 29, 1992; page 44924). The FAA has required that deicing procedures be further
improved so that they include the operation of remote or the departure end of the runway ground deicing systems.

                                                      SYSTEM DESCRIPTION

The Whisper Wash™ system consists of two flatbed trailers onto which adjustable horizontal boom arms are attached. This provides a
portable, profile adjustable structure (roughly analogous to a car wash) through which an aircraft of any size can taxi for treat ment
while enroute to the departure end of the runway. The boom arms are outfitted with two sets of proprietary nozzles. One set is
pneumatic, for the delivery of heated compressed air for deicing. The other set of nozzles are hydraulic, for the delivery o f precise
amounts of glycol for anti-icing. Both steps take place in a single "pass."

The Whisper Wash™ unit is placed as close as possible to the departure end of the runway to minimize the time between treatment
and take-off. This is a significant improvement over current logistics in which aircraft are primarily deiced/anti-iced at the departure
gate. In many airports the t axi time from the gate to the runway can exceed the safety margins for ice build -up (holdover time) and
force a plane to return for re-treatment.

At the heart of the Whisper Wash™ patented technology is a fundamental departure from the past several decades of deicing/anti-
                                                                  15
icing technology: the use of heated, compressed air is used to remove ice and snow from aircraft wings and control surfaces.

It is important to remember that the chemistry of glycols is primarily designed for use as an anti-icing material (to prevent re-freezing
of a wing). Only a very thin coating, approximately 0.28 mm /0.02 in., is required to prevent ice build -up. The Whisper Wash™
system will still use glycol for anti-icing but only the amounts necessary to ensure safety. (Concept is shown on the next page in
Figures 1 through 3.)

In addition to the safety issues, the environmental damage caused by deicing/anti-ic ing is also so significant that several studies
indicate that glycol runoff results in concentrations that are ten times the levels necessary to suffocate aquatic life in ad jacent
waterways. Deicing/anti-icing trucks have no glycol collection systems and retrofitting airports with on-site treatment plants is
prohibitively expensive and not possible in many space -constrained airports.

                    Profile and Height                           Figure 1
                    Adjustable Boom
                           Arms                                                                     Glycol, or Water/Glycol Mix




                      Glycol




                                                                          Collapsible Tower




                                                                Heated, Compressed Air




                                                                Figure 2



                            Step 1:                                               Step 2:
                            High Pressure Nozzle:                                 Low Pressure Nozzle:
                            Heated, Compressed Air used                           Precise Application of
                            for deicing wing surfaces                             Anti-icing Fluid




                                                                Figure 3

                                          An aircraft taxis through the system, front view.




                                                                        16
Heated, compressed air, in a properly designed system, can deliver enough heat and force to melt and clear snow and ice from an
airp lane wing in a very short time. Essentially, glycol is being replaced by compressed air. This delivers the necessary he at to the
wing. This replacement of air for glycol, as an aircraft deicing medium, has the following advantages:


        Requires less energy to heat to a given temperature.
        Can be delivered at a faster rate.
        Does not require collection or treatment facilities.
        Does not create collateral environmental damage when used.
        Does not represent a health or exposure hazard to personnel.
        The equipment used is more reliable in cold temperatures.


                                                          MARKET ANALYSIS

The marketplace has been steadily increasing for 10 years. We are now poised to take advantage of regulatory, capacit y, safe ty, and
environmental pressures on the airline industry. In order for them to respond to these pressures and increasing demand, the
aviation industry is actively seeking new technologies to improve inclement weather operations.

"FAA Administrator (Jane) Garvey pointed out that the forecasters project commercial aviation growing at an annual rate of 3.7%
over the next 12 years, with U.S. airlines carrying one billion passengers by 2010, up more than 50 percent from the record 6 43
million passengers carried last year'..."Demand may be so overwhelming that we may end up stifling growth,' (Sen. John) Rockefeller
warned. 'Growth can only take place if we have the technology, infrastructure and institutions in place to accommodate it ." (Source:
p.64 Aviation International News - May 1999 issue)

The demand pressures become particularly significant during inclement weather operations. Under these conditions aircraft are
usually deiced/anti-iced eit her at the gate or some location at a considerable distance away from the runway. In many cases, aircra ft
awaiting takeoff in the snowfall and cold temperatures exceed their safety margins and force many planes to return to the gat e for
repeated deicing. These delays cascade through the airline schedules and cause mounting expenses as passengers and equipm ent
are rerouted and rescheduled.

The use of a Whisper Wash™ system can not only save an average of 70% of the amount of glycol but also reduce the treatment
time from ~25 min.(with ordinary deicing trucks) to less than 5 minutes. The system is designed to be used at, or near the
departure end of an airport runway to eliminate the need for re -treatment. This will help airlines maintain schedules under the most
difficult of circumstances.

In addition to demand pressures, environmental regulations are n ow in place, which are serving as the basis of regulatory fines and
advocacy group lawsuit s. The 1990 revision of the Clean Water Act included a package of regulations, called the National Pollution
Discharge Elimination Act (NPDES U.S. Code 40 CFR 122), which require the reporting of all water discharges from industrial
activities.

The EPA has imposed monitoring requirements on airports that have 50,000 flight operations (i.e. takeoffs and landings) per y ear.
This represents about 70 aircraft per day. The EPA approximates that 376 airports will meet this criteria. The actual number is
closer to 511. (reference: (a) 40 CFR Part 122 "NPDES General permits and Reporting requirements for Storm Water Discharges
Associated With Industrial Activity": (b) Section 405 of the Water Quality Act of 1987: (c) Section 402(c) of the Clean Water Act and
(d) Federal Register Volume 57, Number 175 (September 9, 1992) pages 41249, 41294, 41295, 41319, 41320)

These regulations were first enforced in the general industry in 1992 and first imposed on airports in 1995 with a three -year phase-in
ending in December 1998. Thus the first full deicing season to have all regulations in place was the 1999 -2000 season. As a result
of these regulations the total life cycle cost of a gallon of fluid u sed to deice airplanes has escalated nine -fold. These deicing fluids
used at airports are usually a mixture of water and ethylene or propylene glycol. A gallon of glycol used to cost only $3 - $5. Now
the total life-cycle cost, (purchase, inventory, transportation, use, collection, and treatment) raises that cost to over $27 per gallon.
In addition to these costs airports are being cit ed and fined by the EPA for water pollution as well as being sued by environ mental
watchdog groups.

                                                             MARKET SIZE

It is difficult to appreciate the magnit ude of the numbers involved with airline travel relative to other ―ordinary‖ markets. The
projections in the attached table are based on a very conservative market penetration rate of 15% at only 17 o f the highest traffic
airports with a need for deicing/anti-ic ing equipment. The table below is a summary of traffic statistics issued by the U.S.
Department of Transportation, Bureau of Transportation Statistics, Office of Airline Information.




                                                                   17
                                                                                           Number of deicing
                              Number           of   Avg. Departures      Number       of   events (30% of         15% market
         Airport              Departures            per day              deicing days      flights)               penetration
         ORD                  385,538               1071                 55                17670                  2651
         STL                  233,050               647                  50                9710                   1457
         EWR                  191,593               532                  39                6227                   934
         DIA                  190,523               529                  60                9526                   1429
         DET                  188,921               525                  60                9446                   1417
         DCA/DUL              185,318               515                  35                5405                   811
         MSP                  176,257               490                  55                8078                   1212
         PIT                  140,668               391                  45                5275                   791
         PHL                  138,713               385                  30                3468                   520
         CLE                  121,115               336                  45                4542                   681
         LGA                  115,516               321                  39                3754                   563
         MEM                  103,630               288                  50                4318                   648
         SLC                  98,089                272                  60                4904                   736
         JFK                  96,917                269                  39                3150                   472
         KCI                  75,804                210                  42                2643                   396
         BWI                  74,804                280                  30                1870                   281
         ANC                  39,886                111                  70                2327                   349
         Annual Totals                                                   804               102314                 15347

The 17 airports listed, represent only a small fraction of the 511 major and regional airports in the United States already targeted
from the EPA standards, with 50 more airports in Canada. There is an expressed interest at these, and other locations to pur chase
and use the Whisper Wash™ system.

Our current customers (airports, airline companies, and Fixed Based Operators) will use our product primarily for large commercial
aviation requirements. Future customers will include military aviation, other applications - specifically non-fixed wing aircraft
(helicopters. etc.), Naval aircraft carriers, general aviation and lighter aircraft, as well as aviation cargo containers. Additional
markets, including Chinese Aviation and the U.S. military, applications mentioned above, have yet to be addressed directly, b ut it is
estimated that these markets will each rival the domestic civil aviation market in size. Whisper Wash™ units are easily modified for
these market sectors.

                                                                 PRICE

The Whisper Wash units are for sale or lease at the capit alization cost of $2.2 million. One unit includes two flatbeds and all related
equipment for one end runway set up.




                                               KESTREL AIRCRAFT COMPANY
                                                        EXECUTIVE SUMMARY

In January 2001, Kestrel Aircraft Company will be a wholly-owned subsidiary of American West Aircraft Corporation (AWA). Kestrel
Aircraft Company was incorporated in January 1991, in the state of Oklahoma and is registered to do business as Kestrel Aircraft
Company.

Kestrel Aircraft has been actively involved, since September 1994, in the design and development of a full range of advanced
composite, single engine, general aviation aircraft that will certified, manufactured and marketed by Kestrel Aircraft. Over US$ 15
million has been put into design engineering, testing, marketing and operations. Many civil aircraft prospects have been developed
during this period and presently have established a world wide distributor organization. Inquiries received in the past 4 years
following our successful First Flight on November 19, 1995, represent major pending business and confirm a very strong demand for
the Kestrel series aircraft.

Kestrel‘s aircraft, has a similar outward appearance to a Cessna, but is up -graded in performance, using modern composite materials
and the latest technology. This gives our aircraft a strong competitive edge. The design and produ ction of this model variant could
substantially reduce the initial cost of entry into general aviation production and marketing. In addition to these visible m arkets, there
are other interested parties for this specific model. Foreign military contracts typically provide for tooling and specialized equipment
cost recovery, in addit ion to off-setting factory overhead and contributing to profit .

                                                            BACKGROUND

During the last 10 years the majority of General Aviation aircraft operators throughout the world have found themselves in the
                                                                    18
position of trying to maintain an aging aircraft fleet wit h limited support from the original manufacturers. In fact, several of the major
fleet operators of light training aircraft have been purchasing used aircraft that have been refurbished to near new condition at prices
well above what new aircraft would cost if they were available. This was a d irect result of the major aircraft manufacturers
suspending production of new single engine aircraft in the mid 1980s due to liabilit y insurance issues.

In 1994, the U.S. Congress enacted sweeping changes in the liability laws effecting general aviation aircraft. With that cha nge and
the lack of any major supply of sing le engine aircraft for the last 11 years, the market is now demand ing new aircraft. Estimates by
the aerospace industry, including the most recent FAA forecast, indicate a need for 4,000 to 5,000 single engine piston aircr aft per
year for the next ten to fifteen years. Cessna has announced plans to produce 500 single engine aircraft per year by the end of
2002. Other aircraft manufactures such as Piper, Raytheon Beechcraft and Mooney are also gearing up to meet this market segm ent.

As a result of these factors, Kestrel Aircraft has entered into this market in the de sign and FAA Part 23 Certification phase for a new
family of four and six and eight place, high wing, fixed and retractable landing gear, single engine piston and turbine aircr aft. These
aircraft will be fabricated from the latest space age advanced composite materials. Kestrel will initially develop and certify four
aircraft models aimed at specific market segments; the K-250, K-180, K-325 (six place), and the K-650 turbine (eight place). Design
engineering for the K-250 and the follow -on models is being performed by in house engineering in conjunction wit h the newly formed
Mentor Program. Kestrel‘s aircraft will have a significant advantage over a similar metal aircraft in being structurally str onger,
corrosion resistant and aerodynamically cleaner for better flight performance with special emphasis on easier repairs in the field.

AWA believes that with it ‘s Kestrel aircraft, it is possible to obtain at least a 25% share of this total world market during this next
decade. Production and the delivery of the K-250 is planned by Kestrel by the beginning of 2002.

The Mentor Program, will have the availability of external staff support from a select group of engineers who have actual exp erience
in the development, certification and production of advanced co mposite aircraft. The Mentor Program will provide Kestrel‘s in house
engineers with expertise on a 24 hour basis and provide on site Critical Program Reviews throughout certification of the K -250
aircraft. These engineers have experience wit h such major aerospace firms as Cessna, Raytheon Beechcraft, Lear, Rockwell
International, and Northrop and bring to the company the very best in the industry.

AWA and Kestrel Aircraft‘s targeted markets includes accredited universities with aviation training (of whic h there are more than
350), more than 2,000 FAA Part 61 and Part 141 approved flying schools in the Unit ed States, international general aviation o perators
and foreign military organizations utilizing similar aircraft.

All products from AWA are to be protected by patents, trademark and copyright laws, and the FAA Type Certificates we obtain on
each of the various models for production.

                                                     INDIRECT OPPORTUNITIES

Kestrel Aircraft has an unprecedented opportunity to make significant advances in the development of low cost manufacturing
technology for high quality composite structures. Structures currently built for Boeing, McDonnell Douglas, Northrop and others must
absorb substantial overhead and must recapture these costs on production runs measured in the t ens of aircraft ship sets per year.
Full production runs exceeding a few hundred ships sets are rare. As such, wit h minimum production runs, the major aerospace
firms are precluded by cost from certifying most manufacturing process improvements.

In comparison, Kestrel Aircraft and its parent company, American West Aircraft, will produce hundreds of aircraft per year on a single
design. Wing structures and other components will be shared among several aircraft models making these production runs of
components even greater. AWA‘s Kestrel Aircraft will be able to certify and implement new ―Material State Management‖ techniques
in conjunction with the use of fiber optics which will reduce the overall cost of composite manufacturing. These certified
manufacturing processes will be patented and licensed as an additional and possible major source of revenue.

Fiber optics being integrated into our composite aircraft allows for state of the art scanning techniques to be used to continually
monitor the structural integrity of the aircraft. This will g ive AWA an unprecedented service and maintenance advantage for similar
produced metal aircraft.

                                                              OBJECTIVES

The business purpose of this subsidiary of AWA‘s Kestrel Aircraft is to:

•        provide both products and professional services of uncompromising quality to customers and end-users in both the United
States and International markets;
•        obtain and hold FAA Type Certification on the aircraft designed, developed and manufactured by our engineers and
manufacturing personnel;
•        manufacture composite components under the Kestrel Aircraft Company Quality Assurance program in compliance with FAA
Type and Production Certification; and,
•        Develop low cost manufacturing processes for composite material which will be patented and licensed.

                                                                    19
•        Enhance shareholder value.
•        Develop into the leading supplier of utility and training aircraft for the general aviation industry. One dominant driving fo rce
will be making available to the market aircraft that have been computer assisted d esigned using the latest state of the art design
software (Parametrics Pro-E and NASTRAN) and manufactured wit h the latest materials and technology.

                                                        CURRENT SITUATION

AWA and Kestrel Aircraft have expended considerable funds, equipment, and man hours in the preliminary design and feasibility
studies. The results have been the development of FAA required comprehensive Design Specifications and Process Specification s for
the K-250 and a successful flight of the Proof of Concept aircraft. We have a compre hensive marketing plan, detailed prospect lists
for both domestic and international customers, and detailed manufacturing planning.

AWA‘s Kestrel Aircraft is currently in the certification phase of the development of the K-250 aircraft with FAA certificat ion anticipated
by the end of 2001, with deliveries to begin in 2002.

                                                    GOVER NMENT REGULATIONS

Because AWA is operating in the aviation industry we are under the regulation of the Federal Aviation Administration. Through the
FAA we will obtain Type Certification (TC) for the civil aircraft we will market. This is essential in order to be able to market the
products unrestricted. Initial Type Certification in the FAA Southwest Region is more expedient than in either the Central o r Western
Regions, which will result in savings of thousands of dollars. We plan to use selected former FAA Certification specialists and
Designated Engineering Representatives as consultants. The FAA requirements for the development of new aircraft are quite rigid.
Some of these requirements will not be difficult since the basic aircraft will be, in part, the outgrowth of a proven design. The
integration of new methods and advanced composites will result in a vastly improved aircraft and a substantial reduction in t he per-
unit direct labor hours. Our products are to be protected under the patents and copyrights of our principle suppliers (vendors) an d
by the FAA Type Certificates we will hold for each of our products.

                                                                  PLAN

Beginning in January 2001, AWA will begin the following for the production of the Kestrel aircraft:

        Complete production tooling and assembly fixtures for the K-250.
        Construct a 330,000 sq. ft. permanent manufacturing facility.
        Purchase approximately $10,000,000 in capit al equipment for production purposes.
        Provide the necessary funding in order to begin production of the K-250 series of aircraft
        Obtain FAA Production Certification on the standard four/six/eight -place fixed gear versions (2001, 2002).
        Complete FAA Type Certificate on the K-325, K-180, K-250RG, K-650, and the K-650RG

                                                            RISK FACTORS

Industry: AWA will be able to stay competitive as the products mature. We have the wherewithal to maintain leadership with our
management team and our product methodology

Maturity: In the mature stages there are likely to be competing models forthcoming from new companies more so than from Cessna
or Piper.

Competitive Position: The market is presently wide open. There are few competitors and none that have a product similarly
configured.

Strategy: Our product, price, distribution, and promotion strategies are straight forward. The product liability risk is addressed at the
bottom of this page.

Assumptions: Sales forecasts for our new aircraft are not difficult to predict. The product acceptance is good — sales estimates are
considered very conservative.

Management: Careful planning and clear objectives should not present much risk. Details of the individuals on the management
team are in the Business Plan.

                                                    PRODUCT LIABILITY ISSUES

Much has been stated about the impact product liability has had on this industry. Recent legislation passed by the US Congress in
1994, now limits manufactures from being named as defendants in crashes of single -engine piston aircraft that are older than 18
years. With the passage of this legislation, AWA has been able to obtain very reasonable quotations for Product Liability Insurance.
However, the burden placed on the major manufacturers such as Raytheon Beechcraft, Cessna and Piper still exits due to the la rge

                                                                    20
number of aircraft they have produced. For example, Cessna must carry sufficient coverage to protect themselves from the "tail" of
all the aircraft that Cessna has built in the past 18 years. AWA will not have that large of a premium to carry and can ther efore
provide the products at a much lower price then any potential competitors.

                                                              SUMMARY

As we view the industry and political environments in which we will market our products, the stated primary objectives are de finitely
achievable. We will design, develop certify and market a family of carbon based advanced composite single engine aircraft. Kestrel
Aircraft will become a major world-wide force in the single engine aircraft and aerospace parts market segment.




                                                     SUNDANCE AIRPARK

In January 2001, Sundance Airpark will be a wholly-owned subsidiary of American West Aircraft Corporation (AWA), is a top quality
general aviation airpark. The business is organized as three corporate entities which essentially function as one unit , but each holds
a particular set of assets; Sundance Airpark Development Company, incorporated in Oklahoma in 1996, holds 32.2 acres which
includes 270,000 sq. ft. of corporate hangars; Sundance Airpark-FBO, Inc., incorporated in 1996 in Oklahoma, holds 54.1 acres, the
main terminal and commercial hangars and the location of the new 520,000 sq. ft. of production hangars; and Sundance Air, Ltd.,
incorporated in 1990 in Oklahoma, holds the remaining acreage of approximately 188.7 acres.

Sundance is a unique business opportunity. While current profitability is modest, there is exceptional value is in the underlying assets
and their future development. Sundance was constructed to reflect Oklahoma‘s oil boon and was built first class in all respe cts.
Before opening it fell victim to sequential oil busts suffered from 1982 to 1987. AWA realized that the metro Oklahoma City and the
surrounding communities‘ municipal development would engulf the airpark, and would need a supporting transportation
infrastructure. Oklahoma City‘s older public facility, Wiley Post Airport, already operates close to full occupancy and faces airspace
flow control conflicts will Will Rogers World Airport.

Hanger space stays fully rented and presents an expansion opportunit y. Sundance is located on 275 acres with subst antial
undeveloped acreage availab le for runway expansion and industrial and commercial development. The facility will house aviation
manufacturing, repair and service businesses. With the newly constructed Kilpatrick Turnpike extension, metro‘s infrastr ucture has
reached the facility.

The business operates profitable. Annual revenues have averaged over US$ 640,000 since 1994, topping US$ 740,000 in 1999.
Currently, revenues are predominately from hangar rentals and fuel sales. Assets are comprised of land, buildings, runways,
furniture and equipment. An MAI appraiser has assessed the property at an estimated value of US$ 18 million. Recast cash fl ow is
US$ 435, 406 for 1999.

Rapid commercial and residential growth is occurring from northwest Oklaho ma City in the airpark area. Fast growing communities,
such as Yukon, Edmond, and El Reno provide economic development needing a transportation infrastructure. Sundance is in a
logistically ideal location, just a mile outside the new intersection of Oklahoma City‘s arterial Northwest Expressway and the Kilpatrick
Turnpike. Development is inevitable and imminent.

                                                             OVERVIEW

Sundance Airpark (Sundance), is the largest privately owned, public use jetport/airport in Oklahoma, and one of the three lar gest of it
kind in the United States. Located 15 miles northwest of downtown Oklahoma City, Oklahoma, the airpark boasts a 5,000 foot long
by 100 foot wide, high quality concrete runway, excellent taxiways, and oversized hangars. It also hosts aviation maintenan ce,
interior refurbishment and detail services. There is 175 acres that are undeveloped that will include additional hangars and the
possibility of expanding the runway by an extra 2000 feet.

Sundance was built as one of the finest facilities of its type to be found anywhere. It was constructed on the ground previously
known as Richards Field at a cost of US$ 21 million. Construction of the airport took three years from 1981 to 1984. Buildings were
constructed subsequently, with the first phase concluded in 1985.

In 1990, a private investment group purchased the assets. Many successful improvement projects and repairs were initiated,
designed and implemented by them. Included in the projects was fuel storage with self -service dispensing, repairs to t he runway
lighting system. Wit h this they revitalized the airpark and changed the attit udes and business climates.

In November 1991, one of the group approached the rest and bought their shares of the business. Since the acquisition of
Sundance, technological innovations and relaxed government regulations have favored it‘s operational success. The FAA approved
additional landing approaches on GPS technology, and the localizer instrument landing system was successfully re -commissioned.
Satellite weather imagery is provided for all Airpark users in the main lobby, the rotating beacon was overhauled, and a new
perimeter fence installed. Another noteworthy improvement was the addit ion of larger hangars capable of housing Gulfstream I V size
                                                                   21
aircraft.

Beginning in January 2001, construction of 520,000 sq. ft. of new production hangars, capable of housing Boeing 737‘s will begin, as
well as the construction of facilities to house, provide production space for and operate Kestrel Aircraft Company (another s ubsidiary
of AWA). AWA‘s Learjet Delta-5 and Turbo-Commander 777 production facilities will also be housed at Sundance Airpark. Sundance
keeps safety a top priority at the airpark and maintains a variety of coverage within a full comprehensive insurance pac kage.

                                                  GEOGRAPHIC OPERATING AREA

Sundance Airpark is located at N.W. 122 nd and Sara Road, on 275 acres of land within the city limits of Oklahoma City, OK. It is a
fifteen minute drive from downtown. The airpark is only a mile northwest of the newly completely Turnpike that provides easy
access from Sundance Airpark to all parts of the Oklahoma City area. Sundance is strategically located in an area beginning to
experience tremendous growth residentially as well as commercially.

                                                               FACILITIES

Sundance Airpark is a spacious modern facility. The main terminal of the airport is a building measuring 130‘ x 170‘. It is a two stor y
facility, containing both office hangar space. The main terminal houses 15 individual offices, a lobby area, pilot‘s lounge, shower
facilities, and a large private conference room. The facility is zoned into five separate areas with each area having its ow n heating
and cooling system. The entire terminal building is equipped with a fire safety sprinkler system. The 80‘ x 20‘ main hangar doors are
electrically operated. This hangar has its own heating system.

Adjacent to the terminal building is a newly constructed storage and modification hangar facility. The building measures 120‘ x 120‘
with an attached office/shop area measuring 100‘ x 20‘. It has a 30‘ eave height with an electrically operated 90‘ x 27‘ door. This
building is large enough to accommodate Gulfstream IV size aircraft.

There are 150 fully enclosed T hangars in 10 hangar buildings on the premises. Sundance u ses one hangar, and the other 149 are
rentals. Each hangar has ―red-iron‖ superstructure, bottom rolling doors and all concrete floors. There are 18 ―small‖ hangars on the
Sundance premises, which are actually larger than the ―large‖ hangars in most othe r airports. The doors are 43 feet wide to
accommodate a light twin-engine aircraft. The 96 medium sized hangars, with 48‘ doors, can accommodate small twin -engine jet
aircraft. The large hangars have 56‘ doors and can accommodate larger turbo prop and jet aircraft.

                                                      PRODUCTS AND SERVICES

Sundance Airpark is a one-stop shop for pilots and aircraft owners. The maintenance crew can perform simple and complex repairs.
The types of aircraft services hosted at Sundance include:
                   Piston Single                       Piston Twin                     Turbo-Prop
                   Military Aircraft                   Experimental/Homebuilt          Jet Aircraft

Sundance provides all fueling services on site. In addition to retails sales of jet fuel and avgas, contract jet fuel sales are available to
clients of resellers such as Best Aero, AvFuel Into-Plane program, Western Petroleum, and AvCard/Oasis. Volume discount fuel sales
are also available. The airpark provides full service aircraft fueling by line personnel or has a self -service complex that can fuel four
aircraft simultaneously. This self-service complex was the first of its king the United States. Sundance‘s fuel has only had one price
change since 1991. Simply increasing the prices to the local, regional, or national average will increase profit s.

Aircraft hangar rental is provided month-to-month, or annually. They feature maintenance/executive aircraft storage hangars and a
large maintenance/storage modification hangar. One hundred percent occupancy is the norm. T -hangar rental rates ranging from
$139-$315 monthly are generally below the local and regional averages and can be increased wit hout any expected reduction in
occupancy rates. Also, hangar demand warrants the building of addit ional hangars that will quickly add additional income. S undance
also has a house, small hangar, asphalt aircraft tie-down area, perimeter fencing and key-card main entry gate.

There is individual office space fro rent in the terminal building that also boasts a beautiful lobby area. Pilot‘s lounge/shower
facilities, a snooze room, and a planning room are also availab le. A large private conference room is availab le for meetings with
business associates or clients flying into Sundance. Limousine service and food and beverage catering can be arranged upon
request.

Sundance has approximately 175 acres of developable real estate, which will be utilized for expansion of airport facilities, and
commercial, residential, industrial, or manufacturing development.

                                                              CUSTOMERS

Sundance attracts and does business with customers across the United State s, ranging from private individual owners to large
corporate jets. Sundance has 150 T -hangars availab le for rent, but they remain fully occupied with 15 to 40 customers on a waiting
list. Over 90% of the tenants use the majority of the avgas fuel on hand . The airpark also has contract jet fuel sales with several

                                                                    22
companies. These companies market Sundance‘s location, quality services, and fuel savings to their clients. This gives the airpark
the opportunity to sell more fuel to customers who are flying through the state.

Customers are attracted to Sundance by outstanding facilities, good fuel prices, aircraft repair, location and many other ame nities.
Transportation logistics are expected to become an increasing draw for Sundance.

                                                             MARKETING

Currently, Sundance has an attractive website (www.sundanceairpark.com) where anyone online can access a nd retrieve information
on the airport. The site has pictures of the airpark and an aerial view. It also receives valuable publicity from the website of on of its
contract fuel resellers (www.bestaero.com). Sundance advertises regularly in Ac -u-Kwik, an FBO guide subscribed to by pilots. (Ac-
u-Kwik aids pilots with information regarding locations where fuel is supplied, types of navigation aids, runway lengths, and o ther
important information.) Sundance is on numerous websites where fuel prices are listed for comparison, is included in many airport
directories that do not charge for the free exposure, and on government websites. Word of mouth is always one of the stronge st
advertisements for Sundance.

                                                            COMPETITION

There are two airports within an hour on Sundance Airpark. The first is Will Rogers World Airport, a commercial airport specializing in
large commercial jets. The second is Wiley Post, which competes directly for business with Sundance. Their airports are als o
currently at full capacity for hangars. It is known that Wiley Post experiences air traffic ―flow control‖ conflicts with Will Rogers that
will be exacerbated by planned expansions at Will Rogers. Pressures to close Wiley Post for real estate development opportun ities
are likely to accelerate.

The problems between Wiley Post and Will Rogers are not likely to occur between Sundance and Will Rogers as the North/South
runways are not closely lined up to create ―flow control‖ conflict and Sundance is 14 miles out from Will Rogers.

Sundance has many competitive advantages. The facilities at Sundance are excellent and major economic development is in
progress around the location. Many products and services that Sundance offers are an incentive to aircraft owners and pilots to use
the park.

Sundance has the option to develop up to 175 addit ional acres at the airpark to expand it s use.

                                                            OPERATIONS

Sundance is open for business 364 days a year. It is not open for business on Christmas Day. The hours of operation are sev en
days a week, 8 AM – 8 PM, during the summer and 8 AM – 6 PM during the winter. After hours service may be provided upon
request.

Avfuel is currently the aviation fuel supplier and has been for sometime. Several other suppliers could be used. Among these
alternatives are two local companies, Phillips 66 and Conoco. Relations with Avfuel are good, but Sundande is under no contractual
obligation to buy all its fuel from them.

                                                            TECHNOLOGY

AWA believes that Sundance Airpark is among the top ten percent of U.S. airports in terms of age of facilities and technolo gical
advancements. GPS technology, LOC, VOR/DME, and R-NAV are used for instrument approaches and landings during times of
inclement weather and pilot training. A satellite receiver mounted on the roof of the main terminal building is also utilized for
downloading weather imagery. This information is put on the computer monitor in the main lobby and is availab le to any airpo rt
visitors to assist in travel planning by providing information such as cloud coverage, radar summary, precipitation, wind direction and
velocity, and weather forecasts. Pilot controlled medium intensity runway lights (MIRL‘s), taxiway lights, vertical approach slope
indicator lights (VASI), and Unicom air-to-ground radio communications are also used at Sundance. Sundance Airpark prides itself on
its current technology and modern equipment.




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                American West Aircraft Corporation
                                    SUBSCRIPTION AGREEMENT
                                              AND
                                       PURCHASE RECEIPT

Gentlemen:

This will evidence my agreement to become a shareholder of AMERICAN WEST AIRCRAFT
CORPORATION (Company) under the terms of the offer contained in the Company‘s Private
Placement Memorandum dated                    2000 (Memorandum), receipt of a copy of
which is hereby acknowledged.

I hereby revocably offer to purchase                        Shares (Common Stock Shares) of the
Company at $                per share, and hereby tender to you this, my written offer, together
with my check or Wire Transfer made payable to ―AMERICAN WEST AIRCRAFT CORPORATION,‖ in
the amount of $                          in payment of the amount due for such Shares, that I offer
to purchase.

I understand and acknowledge my offer to purchase the above Shares is subject to acceptance by
the Company and should it not be accepted, my check will be promptly returned without interest or
deductions of any nature. This agreement may be accepted on behalf of the Company by sending
me written notification of such acceptance.
I further understand and acknowledge that if the Subscription is rejected, I shall be released from
all obligations hereunder and all funds paid hereunder shall be promptly returned to me.
I hereby represent and Warrant that I have, (i) an individual net worth of at least $1,000,000 or (ii)
qualify as an ―accredited‖ investor within the provisions of Regulation D promulgated under the
Securities Act of 1933, as amended.
I further represent and warrant as follows:
1. I have read and understand the Private Placement Memorandum and all documents contained
therein.
2. The Company has, during my negotiations with it, furnished me with such other data relating to
the, Company and its business and proposed activities which I considered necessary or advisable for
me to be able to make an informed decision concerning my investment.
3. I have relied on my own tax advisor with respect to the state and federal income tax conse-
quences of my investment in the Shares.
4. This subscription may be rejected in whole or in part by the Company.
5. The Company in which I may become a shareholder has recently been organized and has no
operating history and further, the Shares are speculative investments which involve a very high
degree of risk of loss.
6. I must bear the economic risks of the Shares for an indefinite period of time because the sale of
the Shares has not been registered under the Securities Act of 1933, as amended, or the securities
laws of any state and therefore cannot be sold unless the sale thereof is subsequently registered
under such laws, or an exemption from such registration is available.
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7. I am subscribing for the Shares solely for my own account, for an investment, and not with a
view to or for resale, distribution, subdivision, or fractionalization thereof. I have no present plans to
enter into any such contract, undertaking, agreement or arrangement and understand the meaning
and legal consequences of the foregoing representation and warranties.
8. The information and statement contained in my Statement of potential Investor Suitability previ -
ously furnished you were true and correct at that time, and are now true and correct without
change, and may be relied upon by you in determining if I am a ―sophisticated investor‖ capable of
evaluating the merits and risks of an investment in the Shares and able to bear the economic risks
thereof.

I certify that I have the legal capacity to execute this agreement. I desire to take title to the Shares
as follows (please check one):
          (a)   Spouses - Community Proper ty;               (b)   Spouses - Joint Tenancy;
          (c)   Tenants in Common;                           (d)   Spouses - Individual ow nership/Separate Proper ty;
          (e)   Corporation;                                 (f)   Custodian;
          (g)   Par tnership;                                (i)   Other

The exact spelling of the name(s) under which title to the Shares are to be taken is as follows
(please print or type):

My name, address, etc. is as follows: (Print or type)
(a)     Name
(b)     Home Address
(c)     City                                                           State                   Zip
(d)     Home Telephone
(e)     Social Security Number or Tax I.D. Number
(f)     Business Address
(g)     City                                                           State                   Zip
(h)     Business Telephone
(i)     E-mail


Signed this __________________ day of ______________________________ , 200__

Subscriber/Investor Signature



Accepted By:                                                                           Date:




      American West Aircraft Corporation – 2885 E. Quail - Las Vegas, NV 89120 – Phone: (702) 369-1966 – Fax: (702) 995-0419
                 Investor Relations: (866) 547-2546 – Email: info@amwestair.com - Website: www.amwestair.com
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