ASSET PURCHASE AGREEMENT

Exhibit 10.1

ASSET PURCHASE AGREEMENT

Between

FREIGHT FEEDER AIRCRAFT CORPORATION

and

UTILICRAFT AEROSPACE INDUSTRIES, INC.

This ASSET PURCHASE AGREEMENT ("Agreement") is entered into as of December

12, 2007 ("Effective Date"), by and between Freight Feeder Aircraft Corporation,

a Wyoming Corporation ("FFAC"), and Utilicraft Aerospace Industries, Inc., a

Nevada Corporation ("UITA").

1. Sale of business assets.

(a) Sale. On the terms and subject to the conditions set forth herein,

UITA shall sell, convey, transfer, assign, and deliver to FFAC, and FFAC shall

purchase, acquire and accept, as provided for and subject to the limitations set

forth herein, (i) the Utilicraft Freight Feeder Aircraft (and all derivatives)

Rights Technology, Intellectual Property, Contracts, Copyrights, Trademarks and

Patents , including but not limited to all related hardware, engineering

software, and engineering data, mockups and tooling, (ii) all related technology

and intellectual, including but not limited to all related hardware, software,

data, related to the ETA and AFRS Patents, and (iii) equipment and furniture, as

set forth on or as provided for in Exhibit A (Asset List), all as they exist

upon the consummation of closing (collectively, the "Assets"). With respect to

any UITA assets, contracts, agreements, properties, business, intellectual

property, copyrights, patents, trademarks that would be included in (i), (ii),

or (iii) set forth above, that UITA obtains after the Effective Date, within 10

days of entering into or otherwise obtaining such assets, contracts, agreements,

properties, business, intellectual property, copyrights, patents, trademarks,

UITA shall provide written notice thereof to FFAC, which notice shall be

accompanied by a complete and correct copy of the assets, contracts, agreements,

properties, business, intellectual property, copyrights, patents, trademarks,

including but not limited to all related hardware, engineering software and

engineering data, mockups and tooling; FFAC shall have 30 days after receipt of

all of the foregoing from UITA to accept or reject the assignment of such

assets, contracts, agreements, properties, business, intellectual property,

copyrights, patents, or trademarks. UITA owns outright and has good and

marketable title to all the assets and properties listed in Exhibit A.

UITA must reveal to and notify FFAC, in writing, of all contracts,

agreements, memoranda of agreements and other business arrangements that UITA

has entered into related to the Utilicraft Freight Feeder Aircraft. These

contracts, agreements, memoranda of agreements and other business arrangements

with Vendors and Sub-Contractors are listed on Exhibit A listing the assets of

UITA to be transferred to FFAC and such contracts, agreements, memoranda of

agreements and other business arrangements are fully assignable to FFAC as

written without the need of any consents or approvals.

(b) Assumption of liabilities. Except for those debts, obligations,

contracts, agreements, leases and liabilities listed on on Exhibit B (including

specifically all tax and deferred compensation obligations, loans and advances

made by shareholders and officers to UITA, trade debt, amounts due for

engineering and third-party aircraft developers), FFAC shall not now and/or in

the future assume, pay, perform, or discharge any debts, obligations, contracts,

agreements, leases and liabilities of UITA of any kind, character, or

description, whether accrued, absolute, contingent, or otherwise (regardless of

whether reflected or reserved against on UITA's balance sheets, books of

account, and records); UITA agrees to fully pay or otherwise satisfy when due,

and to indemnify, hold harmless and defend FFAC from and against, all claims,

debts, liabilities, obligations, duties, defense costs (including reasonable

attorneys' fees), judgments and other expenses arising out of those debts,

obligations, contracts, agreements, leases and/or liabilities of UITA not

specifically assumed by FFAC under this Agreement.

(c) Assurance. UITA warrants and represents that FFAC shall not be

subjected to any liability to any third party as the result of this Agreement,

except as otherwise provided in Section 1(c) with respect to debts, obligations

and liabilities being assumed at Closing by FFAC and set forth on Exhibit B.

(d) Conveyances. The sale, conveyance, transfer, assignment, and

delivery of the Assets shall be effected by deeds, bills, of sale, endorsements,

assignments, drafts, checks, and other instruments of transfer and conveyance,

in form and substance acceptable to FFAC (collectively, the "Closing Documents",

which shall be executed and delivered by UITA at closing.

<PAGE>

(e) Additional documents. UITA shall, at any one or more times after

the Closing Date, upon FFAC's request, execute, acknowledge, and deliver all

further deeds, assignments, transfers, conveyances, powers of attorney, and

assurances, and do all other acts and things, that are required or appropriate

to assign, transfer, grant, convey, assure, and confirm to FFAC, or to its

successors and assigns, or to aid and assist in collecting and reducing to

possession, any of or all the Assets to FFAC, and/or any of or all the

obligations of UITA to be assigned to, and assumed, paid, performed, and/or

discharged by FFAC pursuant to this Agreement.

2. Composition of purchase price. On the terms and subject to the

conditions herein set forth, FFAC shall issue and deliver to UITA on the Closing

Date:

(a) Common stock. At closing, FFAC will issue to UITA an aggregate of

fifteen million two hundred fifty thousand (15,250,000) restricted shares (the

"Shares") of FFAC common stock (representing approximately 25% of the initial

capitalization), with a par value of $.0001 per share (the "Common Stock"), all

of which Shares shall be registered in the name of Utilicraft Aerospace

Industries, Inc. With respect to said Shares, (i) at closing a stock certificate

representing fifteen million two hundred fifty thousand (15,250,000) restricted

shares of Common Stock will be delivered by FFAC to UITA.

(b) Warrants. Subject to the provisions of this Section, FFAC will

issue to UITA a warrant for 30,500,000 restricted shares of FFAC's Common Stock,

with a strike price of US$1.00 per share of Common Stock and a term of 5 (five)

years from first-flight, which warrant shall be in the form attached hereto as

Exhibit C (the "Warrant").

(c) Royalty. Subject to the provisions of this Section, FFAC agrees to

pay UITA a 1% Royalty of the Gross Aircraft Sales recorded by FFAC in accordance

with generally accepted accounting principals, less profit, commissions,

royalties and mark-up on Freight Feeder Aircraft number 51 to Aircraft number

2051 sold by FFAC. The Royalties due to UITA shall be paid by FFAC on collected

receipts from Freight Feeder Aircraft sales by the fifteenth day (15th)

following the end of each quarter that collections are made on delivered Freight

Feeder Aircraft.

(d) Public Company Assistance. FFAC agrees to assist UITA with its

public company filing requirements, in order to keep UITA's public company

status intact until the later of first flight of the Freight Feeder Aircraft, or

two years from the date of this Agreement.

(e) Restrictions and Rights. The following provisions shall apply to

the FFAC Shares and the Warrant (as defined below):

(1) The Shares are not, and if and when issued neither (i) the Warrant and

any securities issued upon exercise of the Warrant will be, registered under the

Securities Act of 1933, as amended ("Securities Act"), or under any state "blue

sky" laws (collectively, "State Acts"). The Shares are, and if and when issued

(i) the Warrant and any securities issued upon exercise of the Warrant will be,

"restricted securities," as that term is defined in U.S. Securities and Exchange

Commission ("SEC") Rule 144, and may not be sold, assigned, transferred or

otherwise disposed of unless registered under the Securities Act and all

applicable State Acts or unless exemptions from such registration requirements

are available for such transaction.

(2) The certificate or certificates evidencing the FFAC Shares to be

delivered to Utilicraft Aerospace, or, if and when issued, evidencing (i) the

Warrant and any securities issued upon exercise of the Warrant will bear a

restrictive legend substantially in the following form as long as applicable:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES

ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THESE

SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION

OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE

TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE

SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION

OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT REGISTRATION

OF THESE SECURITIES IS NOT REQUIRED UNDER THE ACT OR UNDER APPLICABLE STATE

SECURITIES LAWS."

(3) (i) If, at any time after the first anniversary of the Closing Date,

FFAC files a registration statement under the Securities Act for purposes of a

public offering of securities of the FFAC for its own account, it shall notify

UITA in writing (the "Company Notice"). UITA shall have the right (the

"Piggyback Right"), subject to the limitations set forth in this Section, to

include in any such registration statement a maximum of ten percent (10%) of its

FFAC Shares. In order to exercise the Piggyback Right, UITA shall give written

notice to FFAC (the "Piggyback Notice") no later than fifteen (15) days

following the date on which the FFAC gives the Company Notice. The Piggyback

Notice shall set forth the number of FFAC' Shares that UITA desires to include

in the registration statement. All expenses of any such registration will be

paid by the FFAC.

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(ii) If the registration statement under which FFAC gives a notice

under this Section is for an underwritten offering, FFAC shall so advise UITA in

the Company Notice. In such event, the right of any of UITA's FFAC shares to be

included in a registration pursuant to this Section shall be conditioned upon

UITA's participation in such underwritten offering and the inclusion of UITA's

FFAC' Shares participation in such underwritten offering provided herein. All

holders of FFAC' Shares proposing to distribute their shares by means of such

underwritten offering (including without limitation UITA) shall enter into an

underwriting agreement in customary form with the underwriter or underwriters

selected for such underwriting by FFAC. Notwithstanding any other provision of

this Agreement, if the underwriter determines in good faith that marketing or

other factors require a limitation of the number of shares to be underwritten,

the number of shares that may be included in the underwriting shall be

allocated, first, to FFAC; second, if and to the extent permitted by the

underwriter, to UITA with respect to the FFAC' Shares; and third, if and to the

extent permitted by the underwrite, to any other stockholder of FFAC (i.e.,

other than UITA) on a pro rata basis. No such reduction shall reduce the

securities being offered by FFAC for its own account to be included in the

registration and underwriting. If UITA disapproves of the terms of any such

underwriting, UITA may elect to withdraw therefrom by written notice to FFAC and

the underwriter, delivered at least twenty (20) business days prior to the

effective date of the registration statement.

(iii) FFAC shall have the right to terminate or withdraw any

registration initiated by it under this Section prior to the effectiveness of

such registration whether or not UITA has elected to include securities in such

registration.

(4) With a view to making available to UITA the benefits of SEC Rule 144

and any other rule or regulation of the SEC that may at any time permit UITA to

sell securities of FFAC to the public without registration, FFAC agrees to use

reasonable efforts, after the first anniversary of Closing Date and so long as

UITA owns any FFAC's Shares, to: (i) make and keep available adequate current

public information with respect to FFAC, as those terms are understood and

defined in SEC Rule 144; (ii) to file with the SEC in a timely manner all

reports and other documents required of FFAC under the Securities Exchange Act

of 1934, as amended (the "Exchange Act") (at any time after FFAC has become

subject to such reporting requirements); and (iii) furnish to UITA forthwith

upon request (A) to the extent accurate, a written statement by the Company that

it has complied with the reporting requirements of SEC Rule 144, the Securities

Act, and the Exchange Act, or that it qualifies as a registrant whose securities

may be resold pursuant to Form S-3 (at any time after FFAC so qualifies); and

(B) to the extent accurate, a copy of the most recent annual or quarterly report

of FFAC and such other reports and documents so filed by FFAC.

(e) Excluded property. FFAC shall not acquire, and UITA shall retain,

all assets and property of UITA which are not assigned to FFAC pursuant to this

Agreement.

(f) Transfer of Lease Interests. UITA covenants and agrees that it

will transfer to FFAC, for no additional consideration, any lease or leasehold

interest in the properties it has in its possession now (referred to in Exhibit

B.) With respect to all leases and leasehold interests currently held by UITA

(referred to in Exhibit B), FFAC shall furnish an estoppel certificate from each

lessor under such leases, whereby the lessors will verify that each of the

leases is not in default and is in full force and effect as of the date of

closing. Such estoppel certificate shall contain a provision whereby the lessor

consents to the transfer. With respect to all leases and leasehold interests

currently held by UITA (referred to in Exhibit B), FFAC will accept or reject

such assignment at closing. With respect to all leases and leasehold interests

that UITA obtains after the Effective Date, within 10 days of entering into or

otherwise obtaining such lease or leasehold interest, UITA shall provide written

notice thereof to FFAC, which notice shall be accompanied by a complete and

correct copy of the applicable lease and any other documents and agreements

related thereto, along with an estoppel certificate as described above in this

Section 2(f) from the applicable lessor; FFAC shall have 30 days after receipt

of all of the foregoing from UITA to accept or reject the assignment of such new

lease or leasehold interest.

<PAGE>

(g) FFAC 's account. From and after the Effective Date, all operations

relating to UITA's Assets to be conveyed to FFAC shall be for the account, and

shall accrue to the benefit, of FFAC.

3. Representations and warranties of UITA. UITA hereby represents and

warrants to FFAC as follows:

(a) Duly organized. UITA is a corporation duly organized and validly

existing in good standing under the laws of the state of Nevada, and is entitled

to own or lease its properties and to carry on its business as and in the places

where such properties are now owned, leased, or operated and such business is

now conducted.

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

(c) Leases. Exhibit B includes a list and brief description of all

material leases and agreements under which UITA leases, holds, and operates real

property or significant items of personal property. All such leases and

agreements are assignable except as stated therein, and no material adverse

claim against, or defect in, the interest purportedly leased or given under or

by any such instrument exists. UITA is not in default with respect to any

instrument on such list.

(d) Intangible property. Exhibit D is a list of all material United

States patents, patent applications, and trademarks owned by or registered in

the name of UITA or in which UITA has any rights, and in each case a brief

description of the nature of such rights. UITA is not a licensor in respect of

any United States patents, trademarks, trade names, and applications therefor,

except as stated in such list.

(e) Insurance. Exhibit E contains a brief description of all material

policies of fire, liability, and other forms of insurance held by UITA.

(f) Authorization. UITA's Board of Directors has approved this

Agreement and the transactions contemplated herein, and have authorized the

execution and delivery of this Agreement by UITA. This Agreement and the

transactions contemplated herein, including the conveyance, assignment,

transfer, and delivery of the Assets of UITA, have been consented to in writing

by UITA shareholders of record entitled to vote thereon and owning a majority

the outstanding and issued shares of UITA. This Agreement and the transactions

contemplated herein have been authorized and approved by all necessary corporate

action of UITA.

This Agreement constitutes the legal, valid and binding obligation of UITA,

enforceable against UITA in accordance with its terms. When executed and

delivered by UITA, the Closing Documents will constitute the legal, valid and

binding obligations of UITA, enforceable against UITA in accordance with their

respective terms.

<PAGE>

(g) UITA has the Legal right, power, authority and ability to execute

and deliver this Agreement and the Closing Documents and to perform its

obligations thereunder, including without limitation to transfer all of the UITA

Assets to FFAC. UITA hereby certifies that its intellectual property, patents,

copyrights, and trademarks do not and will not infringe upon or misappropriate

any intellectual property, copyright, patent, right of publicity or privacy

(including but not limited to defamation), trade secret, trademark, or other

proprietary rights of any third party. In addition, UITA hereby certifies that

none of its Assets are subject to any lien or encumbrance by any third party.

UITA also certifies that the Contracts referenced herein are in good standing

and that UITA is in full performance and compliance with said Contracts and said

Contracts are not subject to any right, setoff or encumbrance by any third

party.

(h) UITA's performance of this Agreement will not conflict with any

other contract or other agreement to which UITA is a party or otherwise bound.

(i) UITA warrants that none of the Assets are subject to any lien or

encumbrance of any kind in favor of any lender or other person.

(j) UITA agrees to indemnify, hold harmless and defend FFAC from and

against all claims, defense costs (including reasonable attorneys' fees),

judgments and other expenses arising out of the breach of any provisions of this

Agreement by UITA.

(k) UITA is acquiring the Shares and the Warrant for its own account

and will not sell, assign, transfer, or otherwise dispose of any of the Shares,

the Warrant (or any securities issued upon exercise of the Warrant)

(collectively, the "FFAC Securities"), or any interest in any of the FFAC

Securities, without registration under the Securities Act, and all applicable

State Acts, except in a transaction which is exempt from such registration

requirements. UITA has no existing plan or proposal to, and UITA has not and

will not within the one-year period following the Closing Date, distribute or

adopt a plan or proposal to distribute any or all of the FFAC Securities to its

shareholders and/or other persons, whether in connection with a dissolution of

UITA or otherwise, without the prior written consent of FFAC or unless such FFAC

Securities have been registered under the Securities Act and all applicable

State Acts.

UITA has, based on the vote of its shareholders owning approximately

62.53% its issued and outstanding shares of common stock after evaluating the

merits and risk of an investment in the FFAC Securities as being in the best

interest of UITA) made the decision to enter into this Asset Acquisition with

FFAC. In addition, UITA is aware and acknowledges that there can be no assurance

of the future viability or profitability of FFAC, nor can there be any assurance

relating to the current or future value of the FFAC Common Stock or any of the

other FFAC Securities.

4. Representations and warranties of FFAC. FFAC represents and warrants to

Utilicraft Aerospace as follows:

(a) Duly organized. FFAC is a corporation duly organized and validly

existing in good standing under the laws of Wyoming, and is entitled to own or

lease its properties and to carry on its business as and in the places where

such properties are now owned, leased, or operated and such business is now

conducted.

(b) Securities. The Shares, when issued and delivered as provided

herein, will FFAC's duly authorized, validly issued and outstanding, fully paid

and non-assessable shares of FFAC Common Stock. The Warrants, if and when issued

and delivered as provided herein, will be FFAC's duly authorized, validly issued

and outstanding, warrants, and if and when any securities are issued upon any

exercise of the Warrants, such securities will be the duly authorized, validly

issued and outstanding, fully paid and non-assessable securities of FFAC.

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

authorized this Agreement.

5. No assumption of liabilities by FFAC

(a) Except as otherwise provided in Section 1(c), UITA acknowledges

that FFAC is acquiring UITA's Assets hereunder without any assumption of UITA's

liabilities, except those listed on Exhibit B.

(b) UITA represents that it has disclosed all its debts, liabilities

and obligations to FFAC and that UITA has no undisclosed liabilities.

(d) UITA has paid or will pay or fully provide for all United States

and state income and other taxes which relate to the conduct of its business

through the Closing Date, except those listed on Exhibit B to be assumed by

FFAC. UITA represents that there is no pending tax claim or dispute on taxes

which might result in a lien against UITA's Assets.

<PAGE>

(e) Bulk sales law. The parties hereby waive UITA's compliance with

the provisions of any applicable bulk sales laws. UITA shall hold and save FFAC

harmless against any loss, damage or expense, including reasonable attorneys'

fees and court costs, incurred by FFAC as a result of or attributable to the

parties' failure to comply with such provisions.

(f) Division of taxation notice. UITA shall cooperate with FFAC and

give all required information to FFAC and the Internal Revenue Service as

required by the Internal Revenue Code, and shall timely complete and execute

such tax returns, forms, notices and/or reports as may be required in connection

with the foregoing.

(g) Licensing. UITA will comply with all United States laws regarding

licensing and import/export restrictions of technology.

6. Excepted transactions. None.

7. Access to records. (a) Available material. Before the Closing Date, each

party's officers and accredited representatives shall each have full access to

the other party's plants, properties, books, accounts, and records of every

kind, including, without limitation, the other party's monthly balance sheets

and income and operating statements, and each will furnish the other with all

additional financial and operating data and other information as to its business

and properties that is from time to time reasonably requested. Each party shall

authorize and direct its respective independent auditors to make available to

the other party before the Closing Date any information, including access to

work papers, requested by such party. Before Closing Date, each party may also

have representatives present at the taking of inventories by the other.

(b) Unavailable material. None.

(c) Confidentiality. FFAC and UITA mutually acknowledge that, pursuant

to their respective rights to inspect the other's plants, properties, books,

accounts and records, as provided in this Agreement, they may become privy to

the other's Confidential Information, and that communication of such

Confidential Information to third parties (whether such communication is

authorized by FFAC or UITA respectively or otherwise), or the unauthorized use

of one party's Confidential Information by the other party, could damage the

other's business after the transaction is completed. FFAC and UITA therefore

mutually agree to take reasonable steps to insure that such Confidential

Information about the other, obtained by FFAC or UITA respectively, or any of

their respective employees, officers, agents, attorneys, or other accredited

representatives, shall remain confidential, shall not be used by them except as

authorized by this Agreement, and not be disclosed or revealed to third parties;

provided, however, that it is agreed that FFAC may use and disclose any

Confidential Information of