UITA Utilicraft Aerospace Industries Inc (CE)

Item 1.02. Termination a Material Definitive Agreement.

On December 6, 2007, the Board of Directors of Utilicraft Aerospace Industries, Inc. (the "Company") terminated a Master Financing Agreement with PacifiCorp Funding Partners Trust ("PacifiCorp") which was entered into on September 12, 2005 for a total funding of $80,000,000 over a two year period. PacifiCorp has not met the funding targets of $10,000,000 by September 12, 2006, $45,000,000 by March 12, 2007 and $25,000,000 by September 12, 2007 primarily because of an undisciplined shareholder base which has resulted in a decreasing share price since the Company began trading in December 2006 and has worked against PacifiCorp's warrant prices ($.50, $1.50 and $2.50) on the three levels of funding, thus PacifiCorp has not been able to attract the capital to exercise the warrants. Since March 2007, the Board of Directors has worked with PacifiCorp by extending the term of the Master Financing Agreement. The lack of performance by PacifiCorp has moved the Company to seek other options to fund the development of the Freight Feeder aircraft.

The Company will also exercise its rights in the PacifiCorp Master and Amended Financing Agreements to claw-back the shares previously issued to PacifiCorp by the Company, by John J. Dupont and by R. Darby Boland, less the shares due PacifiCorp for the funding that it did provide the Company as set forth in the

following summary;

 Shares in PacifiCorp's name at time of termination 71,691,703
 Less Shares to remain in PacifiCorp's name for
 funding provided to the Company (3,052,960)
 -----------
 Shares to be clawed-back 68,638,743
 -----------
 Shares to be reissued to John J. Dupont from the
 clawed-back PacifiCorp shares previously contributed
 by Mr. Dupont to the PacifiCorp Funding Agreement 11,660,000
 -----------

 Shares to be reissued to R. Darby Boland from the
 clawed-back PacifiCorp shares previously contributed
 by Mr. Boland to the PacifiCorp Funding Agreement 7,755,740
 ----------

 Net Shares to be clawed-back and added the Company's
 Treasury 49,223,003
 -----------

Any capitalized terms used herein not otherwise defined have the meanings attributed to them in the Master Financing Agreement. A copy of the PacifiCorp Master Financing Agreement was filed with the Securities and Exchange Commission as Exhibit 10.17 to the Company's Form SB-2 filed October 3, 2005 and a copy of the PacifiCorp Amended Master Financing Agreement file with the Securities and Exchange Commission as exhibit 10.18 to the Company's Form SB-2 amendment No. 3 filed June 19, 2006.