CARDINAL AIRLINES INC S-1

REGISTRATION STATEMENT

RESTATED CERTIFICATE OF INCORPORATION

AMENDED AND CONFORMING BYLAWS

COMMON STOCK CERTIFICATE

SPECIMEN OF WARRANT CERTIFICATE

WARRANT RESOLUTION

LAWRENCE WATSON EMPLOYMENT AGREEMENT

H. LAWRENCE MASON EMPLOYMENT AGREEMENT

VINCENT PARIS EMPLOYMENT AGREEMENT

JOHN RYFF EMPLOYMENT AGREEMENT

RONALD NEWBOLD EMPLOYMENT AGREEMENT

TED WALKER EMPLOYMENT AGREEMENT

KAREN GLOVER EMPLOYMENT AGREEMENT

DAVID LINSLEY EMPLOYMENT AGREEMENT

JOHN PERTSCHI EMPLOYMENT AGREEMENT

THOMAS VANDERVELDE EMPLOYMENT AGREEMENT

MAVIATION CONSULTING AGREEMENT

CONSENT OF ACCOUNTANT