SPICEWIND PACIFIC

AIRLINE

Republic of the Marshall Islands

A regional airline providing daily service to the Atolls and

Islands of Micronesia, and the Central Pacific,

To whom it may concern:

We require a minimum of two turbo prop aircraft to begin actual operations of

SPA, at our earliest opportunity. Marshall Islands requires serious air service.

These aircraft (turbo prop) could be anywhere from 15 seats to 35 seats. The initial

two A/C would be utilized primarily for inter island operations within the RMI.

Within 6 to 8 months we would also require one larger turbo prop of 35 to 50 seat

capacity that will have the range capabilities for our planned extended flight

operations from Majuro Atoll to Kiribasi (Gilbert Islands), Cook, and Ellice

Islands with some flights continuing to Fiji Group, and Samoa. Also, including

flights to outlying points such as: Kosrae, Eniwetok Atoll, and Ponape from

Kwajalein.

pp 1

The above Outer Island routes have proven to be quite lucrative in the past.

Traffic is heavy, and demand is solid on a daily basis. The smaller turbo props can

make 3 to 4 rnd trips per day to many of the Outer Atolls from Majuro, and/or

Kwajalein Atoll.

Majuro and Kwajalein are hubs for not only the heavy outgoing and incoming

traffic, but also serve as our refueling bases.

ABBREVIATED PRO FORMA

For the Jetstream 32 A/C, (not necessarily the aircraft of choice) we have used 18

passengers as an average load factor. (We expect to also utilize one full Cargo

Jetstream 32 A/C – see back page).

All of the various Outer Island airports will have different fare rates due to

distance, and average passenger movement on a weekly basis.

We will use an average fare of $75.00 one way, loosely based upon the last known

fares used by RMI Airlines. SPA can extrapolate the following revenue:

(1) If one Jetstream 32, carrying 18 passengers makes 3 round trips per day

between Majuro and 3 separate outer Atolls. It could expect an average

minimum gross revenue of $5,000 to $8,000 for that day.

(2) The other Jetstream 32 would be flying to other Atolls on the same day.

However, the revenue would remain approximately the same because the

fares are based upon distance/flight time.

(3) If we take an average of $7,000 gross revenue per day for each of the A/C,

and a 4 day week for each, we could expect approximately $56,000 over a 4

to 5 day week, or over $2,688,000 gross per year ((not including the

possibility of a Cessna Conquest A/C (8 seats)) taking up the slack, and/or

charter flights).

(4) There is a distinct possibility that we will also have a Gulfstream1 (19 seat)

Turbo Prop A/C in operation during our start-up period. The Conquest and

the Gulfstream 1 would add approximately $8,000 in revenues making two

trips per day in a five day week. Above fares will add about $1,920,000

revenue providing a total of $4,608,000 for the year.

Pp2

(Cont.)

Charter flights between the 4 A/C could provide another gross revenue of at least

$1,000,000.

(5) I am quite sure that operating two to three 19 seat A/C in the Marshall

Islands will generate a minimum of $20,000 per week. This does not include

cargo income, special emergencies (ambulance services), or other

government charters.

(6) With two BAE Jetstream 32 A/C, and one Gulfstream A/C, we are looking

at a minimum gross revenue of $3,000,000 the first full year.

I believe we would have to bring in (within 6 months) one or two additional

Jetstream 32 full cargo A/C. Cargo requirements will be extensive, and the need, as

well as the revenue would increase rapidly. They would be utilized primarily to

transport fresh fish from the outer islands into Majuro, and packed aboard our

Boeing 737-500 for further shipment to Japan, Hawaii, and California , etc. The

fresh fish supply provides us with a one way guaranteed revenue for the 737- 500.

Majuro is an international airport, and fuel costs are about the same as any other

airport across the Pacific Basin.

However, our operations will have the advantage of making Kwajalein Atoll our

major refuel point during each day’s flight schedule, whenever possible. Fuel on

Kwajalein is available through a U.S. Defense Contractor (Kwajalein is a U.S.

Missile Testing Facility), and much cheaper than on Majuro.

Our 737-500 will also take advantage of the above by loading up on fuel at

Kwajalein prior to all of its flights to Japan, Hawaii, or Guam.

We will be a Marshall Islands Corporation, as well as a U.S. LLC., which allows

us to enter Kwajalein, refuel, stay overnight, and even visit the base PX. At any

rate, it makes things much easier, along with cheaper fuel.

Pp3

(Cont.)

ADVANCED OPERATIONS INCORPORATING Jetstream 32 & 737-500 A/C

On August 26th I spoke with my friends in the Marshall Islands, and they are

excited about the possibility of bringing in a couple of Jetstream 32s. We also

spoke of two additional Cargo Jetstream 32s for hauling fresh fish.

These two cargo aircraft would be coordinated together with Sea Resources

Pacific, Our fishing subsidiary, and make daily trips to various outer islands to

pick-up fresh fish, lobster, etc., caught by the local people on those outer islands.

Each aircraft will carry 5,000 lbs. of cargo (fish incoming – consumer products

outgoing) @ approximately $.85 per lb. A revenue of about $4,000 to over $6,000

daily, and bring in $12,600 to $16,000 per week for each aircraft, or approximately

$24,000 to $32,000 per week for both aircraft. About $1,440,000 gross revenue.

(Does not include charters for special cargo flights or emergency ambulance

flights).

The fish would be processed at Majuro for either fresh, or frozen shipment. Fresh

product would be packed and transferred to our Boeing 737-500 for further

shipment to Japan, Hawaii, and California. Product to be shipped as frozen would

be packed and placed into a Matson Line Container for shipment to Port of Los

Angeles-Long Beach, California.

Our 737-500 should initially make a total of at least 6 to 8 round trips to Japan,

Hawaii, and/or California transporting fresh fish and other seafood primarily for

the Costco Stores in California and Hawaii, as well as Sam’s Club Stores, etc.

737-500 will carry about 40,000 lbs. Our rate will be somewhere between $2.50 to

$3.50 per lb. Plus revenue from up to 50, 1st class passengers. Fares would average

$450 one way from Majuro to Honolulu, and $400 one way from Honolulu to the

Los Angeles area. A quick summary for gross revenues derived from the 737-500

operation would be as follows: pp4

(Cont.)

One trip carrying 40,000 lbs. at an average of $3.00 per lb. provides gross revenue

of $110,000. With approximately 40 passengers each paying round trip fares

(Majuro to California and return to Majuro) of about: $840.00 will provide about

$34,000, or a total gross revenue of around $144,000, (excluding any back haul

cargo). 8 trips per month will provide gross revenue of approximately $1,152,000

per month, or $13,824,000 per year. (Does not include back haul cargo).

Available back haul cargo could be FedEx, UPS, USPS, Defense Dept. cargo to

Kwajalein Atoll, Private business concerns in Majuro, etc.

Within the first full year of operations we expect to enter into a Joint Venture

Partnership with a Japanese Tuna Fishing Company that will begin fishing

operations with six Tuna Long liners under our permits and would begin providing

approximately 200tons of fresh sashimi grade tuna per month.

At this time it would be necessary to bring in our 2nd

Boeing 737-500 for

operations. This 737-500 would make a minimum of 6 round trips to Haneda,

(Tokyo) and/or Narita each month.

All operations of Boeing 737-500 will be under the coordination and management

of Spicewind Pacific Airline, and in conjunction with Sea Resources Pacific

Fishing Company LLC.

We also look forward to working closely with JAL (which is presently negotiating

with RMI for reciprocal landing rights between Narita/Haneda and Majuro). These

reciprocal rights are very important for us to obtain passenger entry into, and out of

Japan, and most importantly, providing us access to the Tsukiji Auction Market in

Tokyo.

JAL ran 4 test flights last year with Japanese tourists from Tokyo to Majuro, and

return. It is expected that Japan and RMI will provide an open air route.

Pp5

(Cont.)

The timing could not be better to begin our operations. With the aircraft in place,

sufficient operating capital available, and if we are able to begin within the next 12

weeks; It would place us in the forefront of any others, providing us the business

opportunities, and the development of our projects, escalating at a rapid rate.

The Missile Base at Kwajalein is gearing-up for a new program of expanded

missile testing, and will require increased air cargo transportation, along with

charters and other air services. The “custom and value packed” fish marketing

business is growing very fast, Majuro now has a total of 3 new tuna loin processing

facilities (not including ours) with Taiwanese and South Korean tuna purse seiners

unloading daily. Our Coconut Oil Industry will be expanding soon into the

production of important Alternative Fuels, such as Bio-Diesel, and Bio-Jet fuels.

As well as our proposed International Air Services, that I am intent upon

implementing, beginning with two to three Combination Cargo/Passenger 737-500

(or better) aircraft. We also expect our tourism business to expand dramatically

once our small turbo prop aircraft begin operations. We will require additional twin

engine and larger turbo prop aircraft in short order. It is important that we move

forward as quickly as possible in order to take advantage of the above mentioned

opportunities, and the potential involved.

Smokey

Gunther W. Mothes, Director Mgr.

240 Suffolk Street

Corona, CA 92882 U.S.A.

Tel: 1-951-737-4577

Pp6

Pp6

Pp7 BEA JETSTREAM 32

Boeing 737-500 Combi Cargo/Pax

Serving Majuro, Kwajalein, Japan, Hawaii, and California

Spicewind Pacific Airline

Serving The Atolls and Islands of the

Marshall Islands

Fokker F50

Spicewind Pacific Airline Plans To Purchase Two Of These Aircraft

Aircraft Will Carry Over 10,000 lbs. Of Cargo Or 52 Passengers

We Are Also Negotiating For The Two FedEx Cargo Aircraft Shown Below