UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                                  July 16, 2003
                Date of Report (Date of earliest event reported)


                        Commission File Number: 000-49849


                      AMERICAN MARKET SUPPORT NETWORK, INC.
                      -------------------------------------
             (Exact name of registrant as specified in its charter)

                    Nevada                           88-0483722
                    ------                           ----------
        (State or other jurisdiction              (I.R.S. Employer
      of incorporation or organization)          Identification No.)


                       14090 Southwest Freeway, Suite 300
                             77478 Sugar Land, Texas
                  --------------------------------------------
               (Address of principal offices, including Zip Code)

                                 (281) 340-2085
                              ---------------------
              (Registrant's telephone number, including area code)

                                       N/A
                                   ----------
              (Former name, former address and former fiscal year,
                         if changed since last report)




================================================================================

<PAGE>

                      AMERICAN MARKET SUPPORT NETWORK, INC.


Item 1.   Changes in Control of Registrant.

On July 16, 2003,  the Registrant  entered into a Share Exchange  Agreement (the
"Agreement")  dated July 16, 2003,  with Vito  Peppitoni,  the sole  shareholder
("AIRS  Shareholder") of Arizona Aircraft Spares,  Inc., an Arizona  corporation
("AIRS") and AIRS,  which  provides for a tax-free  share  exchange  between the
Registrant  and AIRS  Shareholder,  a copy of the Agreement of which is attached
hereto as Exhibit 2.1.

Upon the closing of the Agreement  and the  transactions  contemplated  therein,
there will be a change in control of the  Registrant.  Such closing is presently
anticipated to occur on or about July 16, 2003.

Pursuant to the Agreement,  at the Closing (as defined in the  Agreement),  AIRS
Shareholder will exchange all of its issued and outstanding common shares in the
capital of AIRS  representing  1,000,000  common  shares with no par value,  for
19,658,397  common shares in the capital of the Registrant,  par value of $0.001
per share. As a result,  upon the completion of the Closing and  consummation of
the  transactions  contemplated  therein,  AIRS  Shareholder will own 19,658,397
common  shares in the  capital of the  Registrant  which  represents  79% of the
Registrant's  total  issued and  outstanding  common  shares of  24,884,047.  No
preferred shares are to be issued or exchanged.

The  shares of the  Registrant's  common  stock that will be  exchanged  for the
shares of AIRS have not been  registered  under the  Securities  Act of 1933, as
amended, in reliance on an exemption from registration, pursuant to Section 4(2)
thereof,  and,  accordingly,  the certificate or certificates  representing such
shares  shall bear an  appropriate  restrictive  legend in  accordance  with the
requirements of Rule 144 promulgated thereunder.

Pursuant to the terms of the Agreement,  the Registrant  will change its name to
"Arizona  Aircraft  Spares,  Inc." shortly after Closing and the Registrant will
file articles of amendment to its incorporation reflecting such name change.

Upon Closing,  the existing board of directors of two are increased to four, and
the  appointment  of two new directors  will be effective ten days following the
filing of a Schedule 14F-1 by the  Registrant.  The following  persons are to be
appointed  as new  directors:  Vito  Peppitoni  and  Sylvia  Quintero.  Ten days
following  filing of a Schedule 14F-1,  the following  persons shall resign from
the board of directors:  Pertti Luhanto and Alvie Merrill.  Concurrently at that
time,  Pertti  Luhanto  and Alvie  Merrill  shall also resign as officers of the
Registrant and Vito Peppitoni  shall be appointed  Chief  Executive  Officer and
President of the Registrant.

Upon  Closing,  the  business  operations  of AIRS shall  constitute  all of the
business operations of the Registrant.


<PAGE>

Arizona Aircraft Spares,  Inc. is a company that manufactures  military aircraft
parts and ground support  systems for the United States  Government  (Air Force;
Army; Navy; Marines and Coast Guard).

AIRS devotes its resources to manufacturing  attrition parts for the C-130, F-4,
F-5, F-15, F-16, F-18, T-37, T-38, A-4, A-37 and P-3 aircrafts. AIRS specializes
in airframe structures and skins, sheet metal and machined parts, plastic formed
parts,  windows,  small  and large  assemblies,  electronics  and  communication
products, and bonded assemblies.

AIRS's  products  extend  to a number of  categorical  areas of  production  and
manufacturing. These include:

Machinery                         - CNC Capabilities; 5 Axis; Straight Line
Machinery Sheet Metal             - Theoretical Loft; High Speed Hammering
Assembly                          - Small and Large Part Assemblies
Bonding                           - Metal on Metal and Honeycomb Bonding
Welding                           - Multi-type and Material Welding
Ceramics                          - Low and High Temperature Processing
Composites                        - Boron; Kevlar; Carbon Graphite's;
                                    Polycarbonate Injection Details
Hydraulic Pneumatic Systems       - Manufacturing and Maintenance of
                                    Fluid Driven Systems.

Along  with  AIRS's  history  of spare  parts  manufacturing,  and its  approved
MI-I-45208A  program  with the US  Government,  AIRS  continually  improves  its
manufacturing capabilities with the introduction of advanced technology and tool
design. AIRS's manufacturing  facility and offices are housed in a 14,400 square
foot  industrial  building  which is situated in Tucson  International  Business
Park,  located  approximately 1 mile from the Tucson  International  Airport and
approximately 3 miles from Davis-Monthan Air Force Base.

Vito  Peppitoni,  a director of the Registrant  owns  19,658,397  common shares,
Pertti Luhanto, a director of the Registrant,  Chairman, Secretary and Treasurer
owns  1,414,400  common shares,  Alvie Merrill,  a director and President of the
Registrant  owns 100,000  common shares.  Sylvia  Quintero owns no shares in the
capital of the Registrant.

Item 2.   Acquisition or Disposition of Assets.

As described in Item 1 above, as a result of the share exchange,  AIRS becomes a
wholly owned subsidiary of the Registrant.  The Registrant  acquires One Hundred
Percent  (100%) of the issued and  outstanding  capital  stock of AIRS,  thereby
acquiring  all of the assets,  liabilities  and  properties  of AIRS, an Arizona
corporation that was incorporated on November 30, 1990.

The Registrant will file the required audited financial statements and pro forma
consolidated  financial  information as an amendment to this Form 8-K as soon as
practicable but no later than Sixty (60) days from the date of this Form.

<PAGE>


Item 5.   Other Event.

On July 8, 2003 the Registrant  filed a Certificate of Amendment to its Articles
of  incorporation  with the  Secretary  of  State  of  Nevada  to  increase  its
authorized  capital from 20,000,000  common shares to 40,000,000  common shares,
having a $0.001 par value per share, and to increase its authorized capital from
5,000,000 preferred shares to 10,000,000  preferred shares,  having a $0.001 par
value per share.

Item 7.   Financial Statements, Pro forma Financial Information and Exhibits.

     (a)  Financial statements of businesses acquired.

          The Registrant  intends to file the financial  statements  required by
          this Item within Sixty (60) days from the date hereof.

     (b)  Pro forma financial information.

          The  Registrant  intends to file the pro forma  financial  information
          required by this Item within Sixty (60) days from the date hereof.

     (c)  Exhibits List:

          Exhibit Item                   Description

          2.1       Share  Exchange  Agreement  by  and  among  American  Market
                    Support Network,  Inc., Vito Peppitoni,  sole shareholder of
                    Arizona Aircraft  Spares,  Inc. and Arizona Aircraft Spares,
                    Inc.




                                   SIGNATURES


          Pursuant  to the  requirements  of the  Securities  Act  of  1934,  as
          amended,  the  Registrant  has duly caused this report to be signed on
          its behalf by the undersigned, hereunto duly authorized.


                                          American Market Support Network, Inc.
                                          By:


                                          /s/ Alvie Merrill

                                          ========================

                                          Alvie Merrill, President

                         Date:    July 16, 2003


<PAGE>



                                  EXHIBIT INDEX



          Exhibit No.            Description
          -----------            -----------

          2.1       Share  Exchange  Agreement  by  and  among  American  Market
                    Support Network,  Inc., Vito Peppitoni,  sole shareholder of
                    Arizona Aicraft Spares,  Inc. and Arizona  Aircraft  Spares,
                    Inc.




<PAGE>


                            SHARE EXCHANGE AGREEMENT

THIS  AGREEMENT (the  "Agreement")  is made and effective this 16th day of July,
2003, by and between American Market Support Network,  Inc. a Nevada corporation
("AMSN"), Arizona Aircraft Spares, Inc. an Arizona corporation ("AIRS") and Vito
Peppitoni ("AIRS  Shareholder")  the sole shareholder  holding all of the issued
and outstanding shares in AIRS.

                                    RECITALS
     WHEREAS,  AMSN and AIRS  Shareholder  propose to exchange  shares for a tax
free reorganization,  pursuant to this Agreement which provides for the exchange
and  conversion  of all the issued and  outstanding  capital  stock of 1,000,000
common shares of AIRS into shares of AMSN and the exchange of 19,658,397  common
shares  of AMSN  for such  1,000,000  common  shares  of AIRS,  such  that  AIRS
Shareholder   becomes  AMSN  shareholder,   owning  79%  of  AMSN's  issued  and
outstanding common shares of 24,884,047.

     NOW,  THEREFORE,  in  consideration of the foregoing and in reliance on the
representations,  warranties,  agreements,  premises and mutual covenants herein
contained,  and  for  other  good  and  value  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1.     Share Exchange.

     1.1 Agreement to exchange.  AIRS  Shareholder  shall  assign,  transfer and
convey  unto AMSN,  and AMSN  shall  acquire  all of the issued and  outstanding
capital stock of AIRS in a tax free  reorganization.  The issued and outstanding
common  shares of AMSN are quoted for  trading on the NASD OTC:  Bulletin  Board
under  symbol  "AMSN".  Pursuant to this share  exchange  agreement  hereinafter
agreed upon between the parties,  upon such share exchange,  AIRS shall become a
subsidiary of AMSN, the surviving corporation,  and both parties agree that upon
Closing (as that term is defined hereunder),  there shall be a filing for a name
change application to "Arizona Aircraft Spares, Inc." and a filing for amendment
to the  Company  articles  to reflect  the name  change.  It is also agreed that
immediately  after  Closing,  the number of  directors  of AMSN,  the  surviving
corporation,  shall be  increased  from two to four,  appointing  along with the
existing two directors of AMSN, Mr. Pertti  Luhanto and Mr. Alvie  Merrill;  Mr.
Vito Peppitoni and Ms. Sylvia Quintero.

1.2 Issuance of shares for  exchange.  Immediately  prior to the Closing,  there
shall be 1,000,000  shares of common stock,  of no par value, of AIRS (the "AIRS
Shares")  issued  and  outstanding  owned  by AIRS  Shareholder.  The  aggregate
purchase  price for the AIRS Shares shall be 19,658,397  shares of common stock,
par value  $0.001  per share  (the  "AMSN  Common  Stock"),  of AMSN (the  "AMSN
Shares").  At the Closing, the AIRS Shares shall be converted into and exchanged
for the AMSN  Shares so that each of the AIRS  Shares  shall be  converted  into
19.658397  shares of AMSN Common Stock.  The AMSN Shares issued in exchanged for
the AIRS Shares shall be  restricted  shares within the meaning of the Rule 144,
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),

<PAGE>

and, accordingly, the certificate or certificates representing such shares shall
bear an appropriate  restrictive  legend in accordance with the  requirements of
Rule 144 (the "Rule 144 Legend"),  in  substantially  the following  form (and a
stop-transfer order may be placed against transfer of such certificates):

          "The  securities   represented  by  this  certificate  have  not  been
          registered  under  the  Securities  Act  of  1933,  as  amended.   The
          securities may not be sold,  transferred or assigned in the absence of
          an effective registration statement for the securities under said Act,
          or an opinion of counsel,  in form,  substance and scope customary for
          opinions of counsel in comparable  transactions,  that registration is
          not required  under said Act or unless sold pursuant to Rule 144 under
          said Act."


     1.3 Closing. The closing of the transaction  contemplated in this Agreement
(the  "Closing")  shall take place at the offices of AMSN, on or around the date
first  written  above or at such other date,  time or place as shall be mutually
acceptable to the parties (the "Closing Date").



     1.4 Transactions and documents at and after Closing.

          (a)  At  the  Closing,   AIRS   Shareholder   shall  deliver  to  AMSN
               certificate  representing  the AIRS  Shares,  duly  endorsed  for
               transfer.
          (b)  At the  Closing,  AMSN  shall  deliver  to  AIRS  Shareholder,  a
               certificate or  certificates  for the AMSN Shares,  issued in the
               name of AIRS shareholder, and bearing a Rule 144 Legend.
          (c)  From time to time, and at any time, at AMSN's request, whether on
               or after the Closing  Date,  and without  further  consideration,
               AIRS Shareholder  shall, at his own expense,  except as otherwise
               provided in this  Agreement,  execute and  deliver  such  further
               documents and  instruments  of conveyance  and transfer and shall
               take such further  actions as may be necessary or convenient,  in
               the  reasonable  opinion of AMSN, to transfer and convey to AMSN,
               all right, title and interest in and to the AIRS Shares, free and
               clear of any lien or adverse claim.


2.     Additional Agreements.

     2.1 AMSN's access and inspection.  AIRS  Shareholder and AIRS have allowed,
and shall allow,  AMSN, and its authorized  representatives,  full access during
AIRS's normal business hours,  from and after the date hereof,  and prior to the
Closing Date, to all of AIRS's properties,  books, contracts,  commitments,  and
records for the purpose of making an investigation as AMSN may desire,  and AIRS
shall  furnish  AMSN  the  information  concerning  AIRS's  affairs  as AMSN may

<PAGE>

request.  AIRS has caused,  and shall cause,  AIRS's personnel to assist AMSN in
making an  investigation  and shall cause the  counsel,  accountants,  and other
non-employee representatives of AIRS to be reasonably available to AMSN for such
purposes.

     2.2 AIRS  Shareholder's  access  and  inspection.  AMSN  shall  allow  AIRS
Shareholder,  and its  authorized  representatives,  access during AMSN's normal
business hours,  from and after the date hereof,  and prior to the Closing Date,
to the of AMSN's properties, books, contracts,  commitments, and records as AIRS
Shareholder may reasonably  request for the purpose of determining the financial
condition of AMSN. AMSN shall cause AMSN's  personnel to assist AIRS Shareholder
in making the investigation and shall cause the counsel,  accountants, and other
non-employee  representatives  of  AMSN  to  be  reasonably  available  to  AIRS
Shareholder for such purposes.

     2.3  Cooperation.  The parties shall cooperate  fully with each other,  and
with their  representatives,  counsel,  and accountants,  in connection with any
steps required to be taken as part of their  respective  obligations  under this
Agreement,  and will use their  best  efforts  to  consummate  the  transactions
contemplated hereby and fulfill their obligations hereunder.

     2.4 Expenses.  All of the expenses  incurred by AMSN in connection with the
authorization,  preparation,  execution,  and  performance  of this Agreement by
AMSN,   including  without   limitation,   all  fees  and  expenses  of  agents,
representatives,  counsel,  and  accountants for AMSN shall be paid by AMSN. All
expenses   incurred  by  AIRS  Shareholder  and  AIRS  in  connection  with  the
authorization,  preparation,  execution,  and  performance  of  this  Agreement,
including without  limitation all fees and expenses of agents,  representatives,
counsel,   and  accountants,   shall  be  paid  by  AIRS  Shareholder  and  AIRS
respectively.

     2.5  Brokers.  Each party  hereto  jointly  and  severally  represents  and
warrants  that no broker or finder  has acted on its behalf in  connection  with
this  Agreement  or the  transactions  contemplated  herein and each party shall
indemnify the other and save it harmless from any claim or demand for commission
or other  compensation by any broker or finder claiming to have been employed by
or on behalf of the party.


3.     Representations  and   Warranties  of AIRS.  AIRS  represents,  covenants
and warrants to AMSN as follows:

     3.1  Corporate  existence/standing/authority.  AIRS is a  corporation  duly
organized,  validly  existing and in good standing under the laws of Arizona and
has the corporate  power and authority to own,  operate and lease its respective
properties,  to carry on its business as now being conducted,  and to enter into
this Agreement and to carry out the transactions  contemplated  hereby.  AIRS is
duly qualified to do business and is in good standing in each jurisdiction where
the  failure to qualify  would have a material  adverse  affect on it.  AIRS has
delivered  to AMSN or its  counsel  true and correct  copies of the  articles or
certificate  of  incorporation  and  the  bylaws  of  AIRS,  together  with  any
amendments thereto.
<PAGE>

     3.2 Shares of stock. All issued and outstanding  shares of capital stock of
AIRS  have  been duly  authorized  and  validly  issued  and are fully  paid and
nonassessable. AIRS has 1,000,000 shares of common stock authorized, with no par
value.  There  are  presently  1,000,000  shares  of  common  stock  issued  and
outstanding.  There is no other class of capital  stock,  subscription,  option,
warrant,  call,  right,  contract,  commitment,   understanding  or  arrangement
relating to the issuance,  sale or transfer by AIRS of any shares of its capital
stock,  including  any right of  conversion  or exchange  under any  outstanding
security or other instrument.

     3.3  Authority.  AIRS has the full  right and  authority  to enter into and
fully  perform  this  Agreement  and all other  agreements  and  documents to be
delivered to AMSN in connection  herewith.  All actions  required to be taken by
AIRS to authorize the execution,  delivery and performance of this Agreement and
all other  agreements and documents to be delivered in connection  herewith have
been or will by the Closing Date be properly taken.  This Agreement  constitutes
the valid and binding  obligation of AIRS. Neither the execution and delivery of
this  Agreement and all other  agreements  and documents  executed in connection
herewith nor the  consummation of the transactions  contemplated  hereby nor the
performance of this Agreement and all other agreements and documents executed in
connection  herewith  will  (i)  conflict  with or  result  in a  breach  of any
provision of the certificate of  incorporation or by-laws of AIRS, (ii) violate,
conflict  with,  or result  in a breach of any  provision  of, or  constitute  a
default  (or an event  which,  with  notice  or  lapse  of time or  both,  would
constitute  a  default)  under,  or result in the  termination  or in a right of
termination or cancellation  of, or accelerate the performance or the payment of
money  required  by, or result in the creation of any lien,  security  interest,
charge or  encumbrance  upon any of AIRS'  properties  under  any of the  terms,
conditions or provisions of any loan agreement, note, bond, mortgage, indenture,
lease,  agreement or other instrument or commitment to which AIRS is a party, or
by which AIRS or its properties  may be bound or affected,  or (iii) violate any
order,  writ,  injunction,   decree,   judgment,  or  ruling  of  any  court  or
governmental authority specifically applicable to AIRS or any of its properties.

     3.4 No  violation.  To the  best of its  knowledge  and  belief,  AIRS  has
complied with all rules, regulations, codes, and laws affecting its business and
operations and is not in default under, or in violation of, any provision of any
federal,  state or local rule,  regulation,  code or law,  the failure to comply
with could  reasonably  be  expected  to affect  materially  and  adversely  the
business  operations of AIRS. AIRS has not received any notice of any default or
violation.

     3.5 Licenses and rights. AIRS possesses all permits,  licences,  approvals,
cage code and other  authorizations from governmental or regulatory  authorities
and from all other persons or entities that are necessary to permit it to engage
in its business as presently  conducted in and at all locations and places where
it is presently operating. The licenses, permits, approvals, cage code and other
authorizations are set forth on Schedule 3.5.

     3.6  Consents.  Except as set forth on Schedule 3.6, no approval or consent
of any person,  firm or other  entity or body is required to be obtained by AIRS

<PAGE>

for the  authorization  of this  Agreement  or the  consummation  by AIRS of the
transactions contemplated hereby.

     3.7 No defaults.  To the best  knowledge of AIRS, no default (or event with
the  passage  of time or the  giving of notice or both  would  become a default)
exists  or is  alleged  to  exist  regarding  the  performance  of any  material
obligation of AIRS under the terms of any material indenture, license, mortgage,
deed of trust, lease, note, guaranty or other contract or instrument, including,
but not limited to, any contract referred to in Section 3.17, to which AIRS is a
party or to which its assets are subject, or by which it is otherwise bound, and
no  such  default  or  event  exists  or is  alleged  to  exist  concerning  the
performance of any obligation of any other party thereto which could  reasonably
be expected to affect,  materially  and  adversely,  the business  operations of
AIRS.

     3.8 Financial statements.  AIRS has furnished AMSN with unaudited financial
statements  of AIRS for the period  ended March 31,  2003 (the " AIRS  Financial
Statements").  The AIRS Financial  Statements  were prepared in accordance  with
generally accepted  accounting  principles and present fairly and accurately the
information set forth therein.  AIRS has furnished a comfort letter to AMSN from
its auditors in the preparation of its audited financial statements for the last
two fiscal years and  preparation  of its quarter ending June 30, 2003 that such
audited  financial  statements  and unaudited  financial  statements  ending the
quarter of June 30,  2003 shall be ready for  consolidation  and filing with SEC
within Forty Five (45) days of the execution of this Agreement.

     3.9 Absence of certain changes.  Except as set forth on Schedule 3.9, since
April 1, 2003:

     (a)  AIRS has actively  conducted  its business in the ordinary and regular
          course;
     (b)  Since that date, there has not been any material adverse change in the
          condition  (financial or otherwise),  results of  operations,  assets,
          liabilities,  properties,  business  or  prospects  of AIRS nor is any
          event  threatened  that would cause an adverse  change,  nor has there
          occurred any event or governmental regulation or order restricting the
          business of AIRS;
     (c)  AIRS has not  guaranteed,  or agreed to guarantee,  any material debt,
          liability  or  other  obligation  of  any  person,   firm,  entity  or
          corporation;
     (d)  No payments of any kind have been made or  authorized  by or on behalf
          of  AIRS to or on  behalf  of  officers,  directors,  shareholders  or
          employees of AIRS or under any management  agreements with AIRS, other
          than in the ordinary course of business;
     (e)  No shareholders, directors, officers, employees or consultants of AIRS
          are  now  indebted  or  under   obligation  to  AIRS  on  any  account
          whatsoever;  and

<PAGE>

     (f)  AIRS is not indebted to any of its shareholders,  directors, officers,
          employees  or  consultants,  other  than  in the  ordinary  course  of
          business.

     3.10  Facilities  and equipment.  The personal  property owned or leased by
AIRS at its  facility for the  operation  of, or used in, its business is in its
possession  or under  its  control  and is  adequate  for the  operation  of the
business as presently conducted.

     3.11 Title to assets.  AIRS has good, valid, and marketable title to all of
its real property and  leasehold  estates and good and valid title to all of its
other  assets  (tangible  and  intangible),  including,  but not limited to, all
leasehold  improvements  and  equipment  and all  other  properties  and  assets
reflected or required to be reflected in the AIRS  Financial  Statements and all
properties  and  assets  purchased  or  leased by it since the dates of the AIRS
Financial  Statements (except for properties and assets so reflected or required
to be  reflected  that have been sold or  otherwise  disposed of in the ordinary
course of  business),  subject to no liens,  pledges,  encumbrances,  mortgages,
security  interests,  charges  or  other  similar  restrictions  of  any  nature
whatsoever.  AIRS enjoys  peaceful and quiet  possession of its  properties  and
assets pursuant to or by all of the deeds, bills of sale, leases,  licenses, and
other agreements under which it is operating its business.

     3.12 Absence of  undisclosed  liabilities.  AIRS does not have any material
liabilities or  obligations,  either accrued or unaccrued,  fixed or contingent,
which  have not been  reflected  in the AIRS  Financial  Statements  that  could
reasonably  be  expected  to affect,  materially  and  adversely,  the  business
operations of AIRS.

     3.13   Litigation.   Schedule   3.13  hereof  sets  forth  a  list  of  all
administrative or judicial  proceedings to which AIRS is a party.  Except as set
forth on Schedule 3.13, there is no action, suit, claim, demand,  arbitration or
other proceeding,  administrative or judicial, pending or, to the best knowledge
of AIRS,  threatened against or relating to AIRS which, if adversely  determined
or resolved,  would  materially  and adversely  affect the financial  condition,
results of operations, business or prospects of AIRS.


     3.14 Patents and trademarks.

          (a)  Except  as set forth on  Schedule  3.14,  AIRS  does not own,  or
          operate  under,   any  patent,   trademark  or  service  mark  or  any
          applications  therefor.  All trade names (including those whose use is
          limited to one or more states of the United  States)  owned or used by
          AIRS are listed on Schedule 3.14 and, to the extent indicated therein,
          have been duly  registered with the states of the United States or the
          corresponding  offices  of other  countries.  Except  as set  forth on
          Schedule  3.14,  AIRS is the sole and  exclusive  owner of, or has the
          sole  and  exclusive  power  with  respect  to,  or has the  sole  and
          exclusive  right to use, the trade names  specified on Schedule  3.14.

<PAGE>

          (b) AIRS has not ever been charged with  infringement  or violation of
          any adversely held trademark, trade name or copyright.
          (c)  There  are no claims or  demands  of any  other  person,  firm or
          corporation pertaining to the trade names, copyright  registrations or
          pending  copyright  registration  applications,  as the  case  may be,
          listed on the schedules,  and no proceedings have been instituted that
          challenge the right of AIRS in respect thereof.

     3.15 Employee  benefits.  All of the employee  benefit plans  maintained by
AIRS (and each funding  medium that may be attendant  thereto) are in compliance
with  applicable  law  and  all  reporting  and  disclosure  requirements  under
applicable  laws and  regulations,  and have been  administered  and operated in
accordance  with their  respective  provisions and applicable  law. There are no
actions,  suits or claims (other than routine claims for benefits)  pending with
respect to the employee benefit plans.

     3.16 Taxes and tax returns.  As of the  Closing,  AIRS will have duly filed
all income, franchises and other tax returns, reports and extensions required to
be filed by it and has duly paid or made provisions for the payment of all taxes
(including any interest or penalties)  that are due and payable  pursuant to the
returns.  AIRS has withheld  proper and accurate  amounts from their  employees'
compensation  in  substantial   compliance  with  all  withholding  and  similar
provisions  of  applicable   law.  There  are  and  will  hereafter  be  no  tax
deficiencies  (including  penalties and  interest) of any kind assessed  against
AIRS  regarding  any period  ending on or before the Closing Date for which AIRS
has not made adequate provisions.

     3.17  Contracts.  AIRS has heretofore  furnished to AMSN complete copies of
all  contracts  and  agreements,  and AIRS  has  complied  with the  obligations
contained  in the  contracts,  is not in  default  thereunder  and nor  will the
consummation  of the  transactions  contemplated  by this Agreement  result in a
default.  All  contracts,   understandings,   commitments,   arrangements,   and
agreements are in full force and effect.

     3.18 Collective bargaining  agreements.  There are no collective bargaining
agreements with any labor  organization to which AIRS is a party.  The relations
of  AIRS  with  its  employees  are  good  and  there  are  no  impending  labor
difficulties.

     3.19 Insurance. AIRS has maintained insurance policies for its business and
operation and a copy of the same is described in Schedule 3.19.

     3.20 Real  property.  Schedule  3.20 hereof sets forth a true and  complete
list of the real  property  lease and lease  extension to which AIRS is a party.
AIRS has  heretofore  furnished  to AMSN  true and  complete  copies of the real
estate  leases  that are in good  standing  and in full force and effect for the
leased  term  thereof.   Notwithstanding   the  foregoing,   AIRS  is  currently
negotiating  the  purchase of property  and  building  of its  facility  and the
property and building are presently held in escrow awaiting  closing.  A copy of
the escrow  agreement with Fidelity  National Title Agency,  Inc. in this regard
dated June 10,  2003 has been  provided to AMSN along with an  independent  real
estate appraisal report from Sinclair Appraisal Services LLC. dated May 14, 2003
<PAGE>

concluding  in  their  appraisal  report  that the "as is"  market  value of the
property and building of its facility is $1,020,000.

     3.21  Rights or  options  to shares of AIRS.  No  person,  firm,  entity or
corporation has a right,  agreement or option,  whether oral or in writing, or a
right capable of becoming a right,  agreement or option:
     (a)  for the purchase of the shares in the capital of AIRS;
     (b)  for the  purchase,  subscription  or issuance  of any of the  unissued
          shares in the capital of AIRS; and
     (c)  to require AIRS to purchase, redeem or otherwise acquire the shares in
          the capital of AIRS.


     3.22 Material misstatements or omissions.  No representations or warranties
made by AIRS under  this  Agreement  or in any  certificate,  schedule  or other
document  furnished to be furnished to AMSN  pursuant  hereto,  or in connection
with the transactions  contemplated by this Agreement,  contains or will contain
any  untrue  statement  of a  material  fact,  or omits or will  omit to state a
material fact  necessary to make the  statements of fact  contained  therein not
misleading.

     3.23 AIRS Shareholder's  representations  and warranties.  AIRS Shareholder
represents  and warrants  along with AIRS such  representations  and  warranties
described in Section 3.3, 3.6, 3.7, 3.12, 3.13 and 3.22 herein to AMSN.


4.   Representations  and  Warranties of AMSN.  AMSN  represents,  covenants and
warrants to AIRS Shareholder and AIRS as follows:

     4.1  Corporate  existence/standing/authority.  AMSN is a  corporation  duly
organized,  validly  existing and in good standing  under the laws of Nevada and
has the corporate  power and authority to own,  operate and lease its respective
properties,  to carry on its business as now being conducted,  and to enter into
this Agreement and to carry out the transactions  contemplated hereby. AMSN is a
reporting  company  under the  Securities  Exchange Act of 1934, as amended (the
"1934 Act") and is, duly  qualified  to do business  and is in good  standing in
each  jurisdiction  where the failure to qualify  would have a material  adverse
effect on it. AMSN has delivered to AIRS or its counsel true and correct  copies
of the  articles  or  certificates  of  incorporation  and the  bylaws  of AMSN,
together with any amendments thereto.

     4.2 Shares of stock.  AMSN has authorized  40,000,000  shares of stock,  of
which are designated as common stock,  and 10,000,000  shares of stock, of which
are  designated  as preferred  stock,  all with a par value of $0.001 per share.
There are 5,225,650  issued and outstanding  shares of AMSN Common Stock.  After
the  Closing,  there will be  24,884,047  shares of AMSN Common Stock issued and
outstanding.  All issued and  outstanding  shares of capital  stock of AMSN have

<PAGE>

been duly  authorized and validly issued and are fully paid and  non-assessable.
There is no subscription,  option,  warrant,  call, right,  contract commitment,
understanding or arrangement relating to the issuance,  sale or transfer by AMSN
of any  shares  of its  capital  stock,  including  any right of  conversion  or
exchange under any outstanding security or other instrument. At the Closing, the
AMSN Shares to be issued to AIRS and its  shareholder(s)  on the consummation of
the transactions  contemplated  hereunder will be exempt from registration under
the Securities Act, pursuant to Section 4(2) thereof, and shall have been exempt
or registered or qualified  under the  applicable  state  securities or blue sky
laws for issuance. Such shares, when issued in accordance with the terms of this
Agreement, will be fully paid and non-assessable.

     4.3  Authority.  AMSN has the full  right and  authority  to enter into and
fully  perform  this  Agreement  and all other  agreements  and  documents to be
delivered to AIRS in connection  herewith.  All actions  required to be taken by
AMSN to authorize the execution,  delivery and performance of this Agreement and
all other  agreements and documents to be delivered in connection  herewith have
been or will by the Closing Date be properly taken.  This Agreement  constitutes
the valid and binding  obligation of AMSN. Neither the execution and delivery of
this  Agreement and all other  agreements  and documents  executed in connection
herewith nor the  consummation of the transactions  contemplated  hereby nor the
performance of this Agreement and all other agreements and documents executed in
connection  herewith  will  (i)  conflict  with or  result  in a  breach  of any
provision of the certificate of  incorporation or by-laws of AMSN, (ii) violate,
conflict  with,  or result  in a breach of any  provision  of, or  constitute  a
default  (or an event  which,  with  notice  or  lapse  of time or  both,  would
constitute  a  default)  under,  or result in the  termination  or in a right of
termination or cancellation  of, or accelerate the performance or the payment of
money  required  by, or result in the creation of any lien,  security  interest,
charge or  encumbrance  upon any of AMSN's  properties  under any of the  terms,
conditions or provisions of any loan agreement, note, bond, mortgage, indenture,
lease,  agreement or other instrument or commitment to which AMSN is a party, or
by which AMSN or its properties  may be bound or affected,  or (iii) violate any
order,  writ,  injunction,   decree,   judgment,  or  ruling  of  any  court  or
governmental authority specifically applicable to AMSN or any of its properties.

     4.4 No  violation.  To the  best of its  knowledge  and  belief,  AMSN  has
complied with all rules, regulations, codes, and laws affecting its business and
operations and is not in default under, or in violation of, any provision of any
federal  state or local  rule,  regulation,  code or law nor has AMSN been given
notice of any default or violation.

     4.5  Licenses  and  rights.  AMSN  possesses  all  franchises,   easements,
licenses,  permits and other  authorizations  from  governmental  or  regulatory
authorities  and from all other persons or entities that are necessary to permit
it to engage in its business as presently  conducted in and at all locations and
places where it is presently operating. The franchises,  licenses,  permits, and
other authorizations are set forth on Schedule 4.5.
<PAGE>

     4.6  Consents.  Except as set forth on Schedule 4.6, no approval or consent
of any person,  firm or other  entity or body is required to be obtained by AMSN
for the  authorization  of this  Agreement  or the  consummation  by AMSN of the
transactions contemplated hereby

     4.7 No defaults. Except as set forth on Schedule 4.7, to the best knowledge
of AMSN,  no default  (or event  that with the  passage of time or the giving of
notice or both would become a default)  exists or is alleged to exist  regarding
the  performance  of any  obligation  of AMSN under the terms of any  indenture,
license,  mortgage,  deed of trust,  lease, note,  guaranty or other contract or
instrument,  including,  but not limited to, any  contract set forth on Schedule
4.17,  to which AMSN is a party or to which its assets are subject,  or by which
it is  otherwise  bound,  and no such  default or event  exists or is alleged to
exist  concerning  to the  performance  of any  obligation  of any  other  party
thereto.

     4.8 Financial  statements.  AIRS has been furnished with audited  financial
statements of AMSN for the year ended December 31, 2002 and unaudited  financial
statements  of AMSN for the quarter  ended  March 31, 2003 (the "AMSN  Financial
Statements").  The AMSN Financial  Statements  were prepared in accordance  with
generally  accepted  accounting  principles  applied on a basis  consistent with
prior periods,  and, as of their date of issuance were, or will be true, correct
and  complete  all  material  respects  and present  fairly and  accurately  the
information set forth therein.

     4.9  Absence of certain changes. Since April 1, 2003:

     (a)  AMSN has conducted its business in the ordinary and regular course;
     (b)  There  has not been  any  material  adverse  change  in the  condition
          (financial or otherwise),  results of operations, assets, liabilities,
          properties, business or prospects of AMSN;
     (c)  Nor is any event  threatened that would cause an adverse  change,  nor
          has there  occurred  any  event or  governmental  regulation  or order
          restricting the business of AMSN;
     (d)  AMSN has not  guaranteed,  or agreed to guarantee,  any material debt,
          liability  or  other  obligation  of  any  person,   firm,  entity  or
          corporation;
     (e)  No payments of any kind have been made or  authorized  by or on behalf
          of  AMSN to or on  behalf  of  officers,  directors,  shareholders  or
          employees of AMSN or under any management  agreements with AMSN, other
          than in the ordinary course of business;
     (f)  No shareholders, directors, officers, employees or consultants of AMSN
          are  now  indebted  or  under   obligation  to  AMSN  on  any  account
          whatsoever; and
     (g)  AMSN is not indebted to any of its shareholders,  directors, officers,
          employees  or  consultants,  other  than  in the  ordinary  course  of
          business.

     4.10 Facilities  and  equipment.  AMSN  does not own any  real or  personal
property or lease any real property or facility for its operation.
<PAGE>



     4.11 Title to assets. AMSN does not own any tangible property.


     4.12 Absence of  undisclosed  liabilities.  AMSN does not have any material
liabilities or  obligations,  either accrued or unaccrued,  fixed or contingent,
which have not been reflected in the AMSN  Financial  Statements or set forth on
Schedule 4.12 hereof, or which exceed in the aggregate $5,000.

     4.13   Litigation.   Schedule   4.13  hereof  sets  forth  a  list  of  all
administrative or judicial  proceedings to which AMSN is a party.  Except as set
forth on Schedule 4.13, there is no action, suit, claim, demand,  arbitration or
other proceeding,  administrative or judicial, pending or, to the best knowledge
of AMSN,  threatened against or relating to AMSN which, if adversely  determined
or resolved,  would  materially  and adversely  affect the financial  condition,
results of operations, business or prospects of AMSN.

     4.14 Patents and trademarks.

     (a)  AMSN does not own, or operate under, any patent,  trademark or service
          mark or any  applications  therefor.  All trade names (including those
          whose use is limited to one or more states of the United States) owned
          or used by AMSN  are  listed  on  Schedule  4.14  and,  to the  extent
          indicated  therein,  have been duly  registered with the states of the
          United States or the corresponding offices of other countries.
     (b)  Except  as set  forth on  Schedule  4.14(b),  AMSN  has not ever  been
          charged  with   infringement   or  violation  of  any  adversely  held
          trademark, trade name or copyright.
     (b)  Except as set forth on  Schedules  4.14(a) and  4.14(b),  there are no
          claims or demands of any other person, firm or corporation  pertaining
          to the trade  names,  copyright  registrations  or  pending  copyright
          registration  applications,   as  the  case  may  be,  listed  on  the
          schedules,  and no proceedings have been instituted that challenge the
          right of AMSN in respect thereof.

     4.15 Employee  benefits.  All of the employee  benefit plans  maintained by
AMSN (and each funding  medium that may be attendant  thereto) are in compliance
with  applicable  law  and  all  reporting  and  disclosure  requirements  under
applicable  laws and  regulations,  and have been  administered  and operated in
accordance  with their  respective  provisions and applicable  law. There are no
actions,  suits or claims (other than routine claims for benefits)  pending with
respect to the employee benefit plans.

     4.16 Taxes and tax returns.  AMSN has duly filed all income,  franchise and
other tax returns  and  reports  required to be filed by it and has duly paid or
made  provision  for  the  payment  of all  taxes  (including  any  interest  or
penalties) that are due and payable  pursuant to the returns.  AMSN has withheld
proper and accurate  amounts from their  employees'  compensation in substantial
compliance with all withholding and similar  provisions of applicable law. There
are and will hereafter be no tax deficiencies (including penalties and interest)
of any kind assessed  against AMSN  regarding any period ending on or before the
Closing Date.
<PAGE>

     4.17 Contracts.  AMSN has heretofore  furnished to AIRS or its counsel true
and complete  copies of all contracts and  agreements and AMSN has complied with
the obligations  pertaining to it contained in the contracts,  is not in default
thereunder and nor will the  consummation  of the  transactions  contemplated by
this  Agreement  result  in the  default.  All  the  contracts,  understandings,
commitments, arrangements, and agreements are in full force and effect.

     4.18 Collective bargaining  agreements.  There are no collective bargaining
agreements with any labor  organization to which AMSN is a party.  The relations
of  AMSN  with  its  employees  are  good  and  there  are  no  impending  labor
difficulties.

     4.19 Insurance. AMSN has and maintains no insurance policies.

     4.20 Real  property.  AMSN  does  not  own nor  lease  any  real  property.


     4.21  SEC  filings.  Since  June 16,  2003,  AMSN has  filed  all  reports,
schedules, forms, statements and other documents required to be filed by it with
the  Securities  and  Exchange  Commission  ("SEC"),  pursuant to the  reporting
requirements  of the Exchange  Act of 1934,  as amended (the "1934 Act") (all of
the foregoing filed prior to the date hereof and all exhibits  included  therein
and  financial  statements  and  schedules  thereto  and  documents  (other than
exhibits to such documents) incorporated by reference therein, being hereinafter
referred to herein as the "SEC  Documents").  As of their respective  dates, the
SEC Documents  complied in all material  respects with the  requirements  of the
1934  Act and the  rules  and  regulations  of the  SEC  promulgated  thereunder
applicable to the SEC Documents, and none of the SEC Documents, at the time they
were filed with the SEC,  contained  any untrue  statement of a material fact or
omitted to state a material fact  required to be stated  therein or necessary in
order to make the statements  therein, in light of the circumstances under which
they were made,  not  misleading.  None of the  statements  made in any such SEC
Documents is, or has been,  required to be amended or updated  under  applicable
law (except for such  statements  as have been amended or updated in  subsequent
filings  prior the date hereof).  As of their  respective  dates,  the financial
statements  of AMSN  included  in the SEC  Documents  complied as to form in all
material  respects with  applicable  accounting  requirements  and the published
rules and regulations of the SEC with respect thereto. Such financial statements
have  been  prepared  in  accordance  with  United  States  generally   accepted
accounting principles, consistently applied, during the periods involved (except
(i) as may be otherwise  indicated  in such  financial  statements  or the notes
thereto, or (ii) in the case of unaudited interim statements, to the extent they
may not include footnotes or may be condensed or summary  statements) and fairly
present in all material respects the consolidated  financial position of AMSN as
of the dates  thereof and the results of its  operations  and cash flows for the
periods  then ended  (subject,  in the case of unaudited  statements,  to normal
year-end audit adjustments).  Except as set forth in the financial statements of
AMSN  included in the SEC  Documents,  AMSN has no  liabilities,  contingent  or
otherwise,  other  than (i)  liabilities  incurred  in the  ordinary  course  of
business  subsequent to March 31, 2003 and (ii) obligations  under contracts and
<PAGE>

commitments  incurred in the ordinary  course of business and not required under
generally  accepted  accounting  principles  to be reflected  in such  financial
statements.

     4.22  Rights or  options  to shares of AMSN.  No  person,  firm,  entity or
corporation has a right,  agreement or option,  whether oral or in writing, or a
right capable of becoming a right, agreement or option:

     (a)  for the purchase of the shares in the capital of AMSN;
     (b)  for the  purchase,  subscription  or issuance  of any of the  unissued
          shares in the capital of AMSN; and
     (c)  to require AMSN to purchase, redeem or otherwise acquire the shares in
          the capital of AMSN.


     4.23 Material misstatements or omissions.  No representations or warranties
made by AMSN under  this  Agreement  or in any  certificate,  schedule  or other
document  furnished or to be furnished to AIRS, or its counsel  pursuant hereto,
or in connection with the transactions contemplated by this Agreement,  contains
or will contain any untrue  statement of a material  fact, or omits or will omit
to state a material  fact  necessary to make the  statements  of fact  contained
therein not misleading.

5.   Covenants and Transactions Prior to Closing

     5.1 Conduct and transactions of AIRS prior to the Closing. Between the date
of this  Agreement  and the Closing,  the Chief  Executive  Officer and the sole
director  of AIRS shall  retain  full  control of the  management  and  business
thereof.  In order to assure  protection and  preservation of AIRS's business as
well  as  AIRS's  performance  of its  obligations  under  and  related  to this
Agreement, AIRS and AIRS Shareholder agree that from the date of this Agreement,
up to and including, the Closing;

     (a) AIRS shall give AMSN, its counsel,  accountants,  appraisers, and other
     representatives or experts retained by AMSN full access on reasonable prior
     notice to all the premises,  books,  records,  and personnel of AIRS during
     AIRS's  normal  business  hours  and  cause  AIRS to  furnish  to AMSN  the
     financial  and  operating  data and other  information  with respect to the
     business and  properties  of AIRS as AMSN may from time to time  reasonably
     request. In the event of termination of this Agreement for any reason, AMSN
     will return all documents,  work papers,  and other materials obtained from
     AIRS and will not  further  disclose  to  third  parties  any  confidential
     information obtained by it pursuant hereto.
     (b) AIRS  shall use all  reasonable  efforts  to (i)  preserve  intact  the
     present  business  organization  and  personnel of AIRS,  (ii) preserve the
     present  goodwill and  advantageous  relationships of AIRS with all persons
     having  business  dealings  with AIRS,  and (iii)  preserve and maintain in
     force   all   licenses,    certificates,    leases,   contracts,   permits,
     registrations,  franchises,  confidential  trade names and copyrights,  and
     applications for any of same, bonds, and other similar rights of AIRS.
     (c) AIRS shall  operate its  business in the usual,  regular,  and ordinary
     course and manner,  and refrain from encumbering or mortgaging any property

<PAGE>

     or assets or terminating or modifying any lease or incurring any obligation
     (contingent or otherwise),  except in the ordinary course of business.
     (d) AIRS  Shareholder  and AIRS will  exert  best  efforts  to fulfill in a
     timely manner all objectives and conditions to permit  consummation  of the
     transactions  as  contemplated by this Agreement and execute and deliver to
     AMSN any and all documents necessary, in the reasonable opinion of counsel,
     to consummate the transactions contemplated by this Agreement.
     (e) AIRS  Shareholder  and AIRS shall not declare or pay any  dividend,  or
     make any distribution of its assets to its sole shareholder, or purchase or
     retire any of its shares.
     (f) AIRS Shareholder and AIRS shall not allot,  issue,  grant or enter into
     any agreement  for the  allotment or issuance of any shares or  securities,
     other rights to acquire  shares or  securities,  or securities  convertible
     into,  exchangeable  for,  or which  otherwise  carry the right to acquire,
     directly or indirectly, any shares or securities in its capital.
     (g) AIRS  Shareholder and AIRS shall not sell, or otherwise  dispose of all
     or any part of its assets or agree to do or  perform  any act or enter into
     any  transaction  or  negotiation  which  could  reasonably  be expected to
     interfere with this Agreement,  or which would render inaccurate any of the
     representations and warranties set out in this Agreement.
     (h)  Except  for  Section  3.20   herein,   AIRs  shall  not  increase  its
     indebtedness  for borrowed money other than trade  obligations and payables
     entered into in the ordinary course of business.
     (i) AIRS  Shareholder  and AIRS  shall not enter into any  arrangements  or
     transactions with any director,  former director,  officer, former officer,
     shareholder,  former  shareholder,  employee or former employee of AIRS, or
     any other  person that is not dealing at "arm's  length"  with AIRS or AIRS
     Shareholder.

     5.2  Conduct by AMSN prior to Closing.  Between the date of this  Agreement
and the  Closing  Date,  AMSN shall use its best  efforts to fulfill in a timely
manner all objectives and conditions to permit  consummation of the transactions
as  contemplated  by this Agreement and execute and deliver to AIRS  Shareholder
and AIRS any and all  documents  necessary,  in the  reasonable  opinion  of its
counsel, to consummate the transactions contemplated by this Agreement.


6.  Conditions  Precedent To Obligations Of AMSN. The  obligations of AMSN under
this  Agreement  are, at its option,  subject to  satisfaction  of the following
conditions at the Closing:

     6.1  Representations of AIRS Shareholder and AIRS. The  representations and
warranties of AIRS  Shareholder  and AIRS set forth in this  Agreement  shall be
true and complete in all material  respects on and as of the Closing to the same
extent and with the same  force and  effect as if made on such  date,  except as
expressly  provided  to the  contrary  in this  Agreement  or as affected by the
transactions contemplated by this Agreement.
<PAGE>

     6.2 Consents.  All necessary approvals or consents shall have been obtained
from  any  and  all  federal   departments  and  agencies  and  from  all  other
commissions,  boards,  agencies and from any other person,  firm or entity whose
approval  or  consent  is  necessary  to the  consummation  of the  transactions
contemplated by this Agreement.

     6.3 Performance by AIRS  Shareholder  and AIRS.  AIRS  Shareholder and AIRS
shall have duly performed all obligations,  covenants, and agreements undertaken
by them and  complied  with all terms and  conditions  applicable  to them to be
performed and complied with prior to the Closing.

     6.4 Documents to be delivered to AMSN. AMSN shall have received:

     (a)  certificate  dated as of the  Closing,  and  executed by an officer of
          AIRS,  certifying as to the  fulfillment  of the matters  contained in
          Sections  6.1, 6.2, and 6.3 and  confirming  the  representations  and
          warranties set forth in Sections 6.5 and 6.6 as of the Closing;
     (b)  a copy of the  Bylaws  of AMSN  and  any and all  amendments  thereto,
          certified by the Secretary of AIRS;
     (d)  copies  of  Minutes  or  Consents  of  the  sole   Director  and  sole
          Shareholder,  certified  by  the  Secretary  of  AIRS,  approving  the
          Agreement and  authorizing  the officers and the Company to consummate
          the transaction;
     (e)  Certificate  representing  1,000,000 of the AIRS Shares, duly endorsed
          for transfer from AIRS Shareholder, representing all of the issued and
          outstanding Shares of AIRS;
     (f)  Certificate  of Good Standing of AIRS;  and
     (g)  Statement as to status of corporate taxes of AIRS.

     6.5 Suits.  No suit,  action or other  proceeding  shall be  threatened  or
pending  before  any court or  governmental  agency in which it will be or it is
sought  to  restrain  or  prohibit  or to  obtain  damages  or other  relief  in
connection  with  this  Agreement  or  the   consummation  of  the  transactions
contemplated  by this  Agreement or which is likely to materially  and adversely
affect the financial condition, results of operations,  business or prospects of
AIRS or AIRS Shareholder.

     6.6 Absence of default. No condition or event which constitutes an event of
default  hereunder by AIRS or AIRS Shareholder or which,  after notice and lapse
of time, or both, would constitute an event of default hereunder by AIRS or AIRS
Shareholder shall have occurred and be continuing.

7.  Conditions  Precedent  to  Obligations  of  AIRS.  The  obligations  of AIRS
Shareholder  and AIRS  under  this  Agreement  are,  at its  option,  subject to
satisfaction of the following conditions at or prior to the Closing:

     7.1 Representations  and warranties.  The representations and warranties of
AMSN set forth in this  Agreement  shall be true and  complete  in all  material
<PAGE>

respects on and as of the Closing to the same extent and with the same force and
effect as if made on such date, except as expressly  provided to the contrary in
this  Agreement  or  as  affected  by  the  transactions  contemplated  by  this
Agreement.

     7.2 Consents.  All necessary approvals or consents shall have been obtained
from  any  and  all  federal   departments  and  agencies  and  from  all  other
commissions,  boards,  agencies, and from any other person, firm or entity whose
approval  or  consent  is  necessary  to the  consummation  of the  transactions
contemplated by this Agreement.

     7.3  Performance by AMSN.  AMSN shall have duly performed all  obligations,
covenants,  and  agreements  undertaken  by it herein and complied  with all the
terms and  conditions  applicable to them  hereunder to be performed or complied
with prior to the Closing.

     7.4  Documents  to be  delivered  to AIRS  Shareholder  and/or  AIRS.  AIRS
Shareholder and/or AIRS shall have received:


          (a)  certificate  dated as of the Closing,  and executed by an officer
               of  AMSN,  certifying  as  to  the  fulfillment  of  the  matters
               contained  in  Sections  7.1,  7.2,  and 7.3 and  confirming  the
               representations  and warranties set forth in Sections 7.5 and 7.6
               as of the Closing;
          (b)  a copy  of the  certificate  of  incorporation,  and  any and all
               amendments or Articles of Incorporation thereto, certified by the
               Secretary of AMSN;
          (c)  a copy of the bylaws of AMSN and any and all amendments  thereto,
               certified by the Secretary of AMSN;
          (d)  copies of  Minutes  or  Consents  of the Board of  Directors  and
               Shareholders,  certified by the Secretary of AMSN,  approving the
               Agreement  and  authorizing  the  officers  and  the  Company  to
               consummate the transaction;
          (e)  Certificate  representing 19,658,397 Common Shares in the capital
               of AMSN as provided for hereinabove with appropriate  restrictive
               legends  in  accordance  with  Rule 144 to be  received  from the
               transfer agent delivering such on behalf of AMSN; and
          (f)  Certificate of Good Standing of AMSN.

     7.5 Suits.  No suit,  action or other  proceeding  shall be  threatened  or
pending  before  any court or  governmental  agency in which it will be or it is
sought  to  restrain  or  prohibit  or to  obtain  damages  or other  relief  in
connection  with  this  Agreement  or  the   consummation  of  the  transactions
contemplated by this Agreement.

     7.6 Absence of default. No condition or event which constitutes an event of
default  hereunder by AMSN or which,  after  notice and lapse of time,  or both,
would  constitute an event of default  hereunder by AMSN shall have occurred and
be continuing.

8.   Survival of Representations and Warranties and Indemnification.
<PAGE>

     8.1 Survival of representations and warranties. Notwithstanding the closing
of the transactions contemplated by this Agreement, or any investigation made by
or on behalf of AIRS Shareholder,  AIRS or AMSN,  unless otherwise  specifically
noted herein, the  representations  and warranties of AIRS Shareholder,  AIRS or
AMSN contained in this Agreement or in any certificate,  schedule,  chart, list,
letter,  compilation or other document delivered pursuant hereto,  shall survive
the Closing for a period of one (1) year.  Thereafter,  neither party shall have
any liability to the other based upon any of the  representations  or warranties
or any certificate, schedule, chart, list, letter, compilation or other document
delivered pursuant hereto.

     8.2 AIRS Shareholder and AIRS's indemnification.  AIRS Shareholder and AIRS
covenant  and  agree to  indemnify  and save  harmless  AMSN and its  directors,
officers,  employees,  representatives,  consultants and agents from any and all
costs, expenses,  losses, damages, and liabilities incurred or suffered directly
or  indirectly  by any of them  (including  reasonable  legal  fees  and  costs)
proximately resulting from or attributable to the breach of, or misstatement in,
any one or more of the  representations  or warranties of AIRS  Shareholder  and
AIRS made in or pursuant to this Agreement.

     8.3 AMSN's indemnification. AMSN covenants and agrees to indemnify and save
harmless  AIRS  Shareholder,  AIRS  and  its  directors,   officers,  employees,
representatives,  consultants  and  agents  from  any and all  costs,  expenses,
losses,  damages, and liabilities incurred or suffered directly or indirectly by
any of them (including  reasonable legal fees and costs)  proximately  resulting
from or attributable  to the breach of, or  misstatement  in, any one or more of
the representations or warranties of AMSN made in or pursuant to this Agreement.

     8.4 Defense against asserted claims. If any claim or assertion of liability
is made or  asserted by a third party  against a party  indemnified  pursuant to
this Article 8 ("Indemnified  Party") based on any liability or absence of right
which, if established, would constitute a matter for which the Indemnified Party
would be  entitled  to  indemnification  by  another  party  ("the  Indemnifying
Party"),  the  Indemnified  Party shall with  reasonable  promptness give to the
Indemnifying  Party  written  notice of the claim or asserting of liability  and
request the  Indemnifying  Party to defend the action.  Failure to so notify the
Indemnifying  Party shall not relieve the  Indemnifying  Party of any  liability
that the  Indemnifying  Party  might have to the  Indemnified  Party  unless the
failure   materially   prejudices  the  Indemnifying   Party's   position.   The
Indemnifying  Party  shall have the right to defend  against  the  liability  or
assertion,  in which event the  Indemnifying  Party shall give written notice to
the Indemnified Party of the acceptance of defense of the claim and the identity
of counsel  selected  by the  Indemnifying  Party  regarding  the  matters.  The
Indemnified  Party shall be entitled to participate with the Indemnifying  Party
in the  defense  and also shall be  entitled  at its  option to employ  separate
counsel for the defense at the expense of the  Indemnified  Party.  In the event
the  Indemnifying  Party does not accept the  defense of the matter as  provided
above or in the event that the  Indemnifying  Party or its counsel  fails to use
reasonable care in maintaining the defense, the Indemnified Party shall have the
full right at its option to defend  against the  liability or  assertion  and to
employ  counsel for the defense at the expense of the  Indemnifying  Party.  All
<PAGE>

parties  will  cooperate  with each  other in the  defense of any action and the
relevant  records of each shall be  available  to the others with respect to the
defense.

     8.5 Limitations on  indemnification.  Indemnification  shall only be due to
the  extent  of the loss or  damage  actually  suffered  (i.e.,  reduced  by any
offsetting  or related  asset or service  received and by any recovery  from any
third party such as, an insurer), net after the amount equal to any reduction in
federal, state or local income,  franchise or other taxes occasioned by the loss
or damage  (even  though the tax return by which the  reduction  would have been
realized  is not yet due),  but  including  an amount  equal to any  increase in
federal,  state,  and local income,  franchise or other taxes  occasioned in the
indemnification  payment  and then  only to the  extent of the  excess  over the
Agreed  De  Minimis  Amount  (hereinafter  defined).  The  Indemnitor  shall  be
subrogated  to  all  rights  of  the   Indemnified   Party  for  any  individual
misrepresentation,  breach  of  warranty  or  violation  of  covenant  where the
otherwise  indemnifiable  amount does not exceed $10,000 and, as regards all the
indemnifiable  misrepresentations  or breaches  of  warranty  that do not exceed
$10,000,  the  Indemnitor  shall not be liable  except  to the  extent  that the
aggregate  amount  thereof  exceeds  $10,000  (the sum being  referred to as the
"Agreed De Minimis Amount").


9. Assignment, Third Parties, Binding Effect.    The rights under this Agreement
shall not be  assignable  nor the  duties  delegable  by any party  without  the
written consent of all parties having been obtained  thereto.  Nothing contained
in this Agreement,  express or implied, is intended to confer upon any person or
entity, other than the parties, and their successors in interest,  any rights or
remedies under or by reason of this Agreement  unless so stated expressly to the
contrary.  All  covenants,  agreements,  representations,  and warranties of the
parties  contained  shall be binding  upon and inure to the  benefit of AMSN and
AIRS and their respective successors and permitted assigns.

10. Time and Abandonment. Time is of the essence of this Agreement. In the event
the transactions contemplated are terminated or abandoned by mutual agreement of
the  parties,  there shall be no  liability on the part of any of the parties by
reason of the mutual termination or abandonment.

11. Notices.   All notices, requests, demands, and other communications shall be
in  writing  and  shall be  deemed  to have  been  duly  given on the date  when
personally delivered, transmitted by facsimile machine, or the next business day
if sent by overnight courier service,  addressed to the parties at the following
addresses  (or at the other address as shall be given in writing by any party to
the other) as follows:

                              To AMSN:
                              American Market Support Network, Inc.
                              14090 S.W. Freeway, #300
                              Sugar Land, Texas 77778
                              USA
                              Attn:  Mr. Alvie Merrill, President
                              -----------------------------------

                              To AIRS Shareholder:

<PAGE>

                              Mr. Vito Peppitoni
                              3431 E. Hemisphere Loop
                              Tucson, Arizona
                              85706
                              USA

                              To AIRS:
                              Arizona Aircraft Spares, Inc.
                              3431 E. Hemisphere Loop
                              Tucson, Arizona
                              85706
                              USA
                              Attn:  Mr. Vito Peppitoni, Chief Executive Officer
                              --------------------------------------------------

Notice  shall be  deemed  to be given as of the date of  actual  receipt  of the
communication by the recipient.

12. Certain Breaches.  Neither party shall have any liability to the other party
regarding a breach by a party that the other party has received  written  notice
at or prior to the Closing.

13. Invalidity. If any one or more of the provisions contained in this Agreement
should be invalid,  illegal or unenforceable in any respect in any jurisdiction,
the validity,  legality and  enforceability of such provision or provisions will
not in any way be affected or impaired thereby in any other jurisdiction and the
validity,  legality and  enforceability  of the remaining  provisions  contained
herein will not in any way be affected  or  impaired  thereby,  unless in either
case,  as a result  of such  determination,  this  Agreement  would  fail in its
essential purpose.

14. Remedies Not Exclusive. No remedy conferred by any of the provisions of this
Agreement is intended to be exclusive  of any other  remedy,  and each and every
remedy  shall be  cumulative  and shall be in  addition  to every  remedy  given
hereunder  or now or  hereafter  existing,  at law or in  equity by  statute  or
otherwise.  The  election of any one or more  remedies by AMSN or AIRS shall not
constitute a waiver of the right to pursue other available remedies.

15.  Counterparts.  This Agreement may be executed in one or more  counterparts,
and by  facsimile,  each of which shall be deemed to be an original,  and all of
which together shall constitute one and the same instrument,  as legally binding
and enforceable.


16.  Captions  And  Section  Headings.  Captions  and section  headings  are for
convenience  only and are not a part of this  Agreement and shall not be used in
construing  it.  Whenever  the context so  requires,  words used in the singular
<PAGE>

shall be construed to mean or include the plural and vice versa, and pronouns of
any gender shall be construed to mean or include any other gender or genders.

17.  Waivers.  Any  failure  by any of the  parties  to  comply  with all of the
obligations, agreements or conditions set forth may be waived by the other party
or parties;  provided however, that any such waiver shall not be deemed a waiver
of any other obligation, agreement or condition contained herein.

18. Entire  Agreement.  This Agreement  constitutes the entire agreement between
the   parties.   There  are  not  and  shall  not  be  any  verbal   statements,
representations, warranties, undertakings or agreements between the parties, and
this Agreement may not be amended or modified in any respect except by a written
instrument signed by the parties.

19. Third Parties.  Nothing in this Agreement,  whether expressed or implied, is
intended  to (i)  confer  any rights or  remedies  on any person  other than the
parties and their respective  successors and assigns,  (ii) relieve or discharge
the obligation or liability of any third party or (iii) give any third party any
right of subrogation or action against any party.

20. Applicable Law. This Agreement shall be governed and construed in accordance
with the laws of the State of Nevada.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first above written.

AMERICAN MARKET SUPPORT NETWORK, INC.

Per:

/s/Alvie Merrill
----------------

Alvie Merrill

President



ARIZONA AIRCRAFT SPARES, INC.

Per:

/s/ Vito Peppitoni
------------------

Vito Peppitoni

Chief Executive Officer


/s/Martha Greenlee                          /s/ Vito Peppitoni
---------------------------                 ------------------

Witness as to signature:                    VITO PEPPITONI
[{"type": "8-K", "sequence": "1", "filename": "form8kfor071603.txt", "secsgml_size_bytes": 73271}]
{"company-data": {"conformed-name": "AMERICAN MARKET SUPPORT NETWORK INC", "cik": "0001141880", "assigned-sic": "7389", "irs-number": "880483722"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-49849", "film-number": "03789800"}, "business-address": {"street1": "14090 SOUTHWEST FREEWAY", "street2": "SUITE 300", "city": "SUGAR LAND", "state": "TX", "zip": "77478", "phone": "832-661-5600"}, "mail-address": {"street1": "14090 SOUTHWEST FREEWAY", "street2": "SUITE 300", "city": "SUGAR LAND", "state": "TX", "zip": "77478"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                                  July 16, 2003
                Date of Report (Date of earliest event reported)

                        Commission File Number: 000-49849

                      AMERICAN MARKET SUPPORT NETWORK, INC.
                      -------------------------------------
             (Exact name of registrant as specified in its charter)

                    Nevada                           88-0483722
                    ------                           ----------
        (State or other jurisdiction              (I.R.S. Employer
      of incorporation or organization)          Identification No.)

                       14090 Southwest Freeway, Suite 300
                             77478 Sugar Land, Texas
                  --------------------------------------------
               (Address of principal offices, including Zip Code)

                                 (281) 340-2085
                              ---------------------
              (Registrant's telephone number, including area code)

                                       N/A
                                   ----------
              (Former name, former address and former fiscal year,
                         if changed since last report)

================================================================================
AMERICAN MARKET SUPPORT NETWORK, INC.

Item 1.   Changes in Control of Registrant.

On July 16, 2003,  the Registrant  entered into a Share Exchange  Agreement (the
"Agreement")  dated July 16, 2003,  with Vito  Peppitoni,  the sole  shareholder
("AIRS  Shareholder") of Arizona Aircraft Spares,  Inc., an Arizona  corporation
("AIRS") and AIRS,  which  provides for a tax-free  share  exchange  between the
Registrant  and AIRS  Shareholder,  a copy of the Agreement of which is attached
hereto as Exhibit 2.1.

Upon the closing of the Agreement  and the  transactions  contemplated  therein,
there will be a change in control of the  Registrant.  Such closing is presently
anticipated to occur on or about July 16, 2003.

Pursuant to the Agreement,  at the Closing (as defined in the  Agreement),  AIRS
Shareholder will exchange all of its issued and outstanding common shares in the
capital of AIRS  representing  1,000,000  common  shares with no par value,  for
19,658,397  common shares in the capital of the Registrant,  par value of $0.001
per share. As a result,  upon the completion of the Closing and  consummation of
the  transactions  contemplated  therein,  AIRS  Shareholder will own 19,658,397
common  shares in the  capital of the  Registrant  which  represents  79% of the
Registrant's  total  issued and  outstanding  common  shares of  24,884,047.  No
preferred shares are to be issued or exchanged.

The  shares of the  Registrant's  common  stock that will be  exchanged  for the
shares of AIRS have not been  registered  under the  Securities  Act of 1933, as
amended, in reliance on an exemption from registration, pursuant to Section 4(2)
thereof,  and,  accordingly,  the certificate or certificates  representing such
shares  shall bear an  appropriate  restrictive  legend in  accordance  with the
requirements of Rule 144 promulgated thereunder.

Pursuant to the terms of the Agreement,  the Registrant  will change its name to
"Arizona  Aircraft  Spares,  Inc." shortly after Closing and the Registrant will
file articles of amendment to its incorporation reflecting such name change.

Upon Closing,  the existing board of directors of two are increased to four, and
the  appointment  of two new directors  will be effective ten days following the
filing of a Schedule 14F-1 by the  Registrant.  The following  persons are to be
appointed  as new  directors:  Vito  Peppitoni  and  Sylvia  Quintero.  Ten days
following  filing of a Schedule 14F-1,  the following  persons shall resign from
the board of directors:  Pertti Luhanto and Alvie Merrill.  Concurrently at that
time,  Pertti  Luhanto  and Alvie  Merrill  shall also resign as officers of the
Registrant and Vito Peppitoni  shall be appointed  Chief  Executive  Officer and
President of the Registrant.

Upon  Closing,  the  business  operations  of AIRS shall  constitute  all of the
business operations of the Registrant.
Arizona Aircraft Spares,  Inc. is a company that manufactures  military aircraft
parts and ground support  systems for the United States  Government  (Air Force;
Army; Navy; Marines and Coast Guard).

AIRS devotes its resources to manufacturing  attrition parts for the C-130, F-4,
F-5, F-15, F-16, F-18, T-37, T-38, A-4, A-37 and P-3 aircrafts. AIRS specializes
in airframe structures and skins, sheet metal and machined parts, plastic formed
parts,  windows,  small  and large  assemblies,  electronics  and  communication
products, and bonded assemblies.

AIRS's  products  extend  to a number of  categorical  areas of  production  and
manufacturing. These include:

Machinery                         - CNC Capabilities; 5 Axis; Straight Line
Machinery Sheet Metal             - Theoretical Loft; High Speed Hammering
Assembly                          - Small and Large Part Assemblies
Bonding                           - Metal on Metal and Honeycomb Bonding
Welding                           - Multi-type and Material Welding
Ceramics                          - Low and High Temperature Processing
Composites                        - Boron; Kevlar; Carbon Graphite's;
                                    Polycarbonate Injection Details
Hydraulic Pneumatic Systems       - Manufacturing and Maintenance of
                                    Fluid Driven Systems.

Along  with  AIRS's  history  of spare  parts  manufacturing,  and its  approved
MI-I-45208A  program  with the US  Government,  AIRS  continually  improves  its
manufacturing capabilities with the introduction of advanced technology and tool
design. AIRS's manufacturing  facility and offices are housed in a 14,400 square
foot  industrial  building  which is situated in Tucson  International  Business
Park,  located  approximately 1 mile from the Tucson  International  Airport and
approximately 3 miles from Davis-Monthan Air Force Base.

Vito  Peppitoni,  a director of the Registrant  owns  19,658,397  common shares,
Pertti Luhanto, a director of the Registrant,  Chairman, Secretary and Treasurer
owns  1,414,400  common shares,  Alvie Merrill,  a director and President of the
Registrant  owns 100,000  common shares.  Sylvia  Quintero owns no shares in the
capital of the Registrant.

Item 2.   Acquisition or Disposition of Assets.

As described in Item 1 above, as a result of the share exchange,  AIRS becomes a
wholly owned subsidiary of the Registrant.  The Registrant  acquires One Hundred
Percent  (100%) of the issued and  outstanding  capital  stock of AIRS,  thereby
acquiring  all of the assets,  liabilities  and  properties  of AIRS, an Arizona
corporation that was incorporated on November 30, 1990.

The Registrant will file the required audited financial statements and pro forma
consolidated  financial  information as an amendment to this Form 8-K as soon as
practicable but no later than Sixty (60) days from the date of this Form.
Item 5.   Other Event.

On July 8, 2003 the Registrant  filed a Certificate of Amendment to its Articles
of  incorporation  with the  Secretary  of  State  of  Nevada  to  increase  its
authorized  capital from 20,000,000  common shares to 40,000,000  common shares,
having a $0.001 par value per share, and to increase its authorized capital from
5,000,000 preferred shares to 10,000,000  preferred shares,  having a $0.001 par
value per share.

Item 7.   Financial Statements, Pro forma Financial Information and Exhibits.

     (a)  Financial statements of businesses acquired.

          The Registrant  intends to file the financial  statements  required by
          this Item within Sixty (60) days from the date hereof.

     (b)  Pro forma financial information.

          The  Registrant  intends to file the pro forma  financial  information
          required by this Item within Sixty (60) days from the date hereof.

     (c)  Exhibits List:

          Exhibit Item                   Description

          2.1       Share  Exchange  Agreement  by  and  among  American  Market
                    Support Network,  Inc., Vito Peppitoni,  sole shareholder of
                    Arizona Aircraft  Spares,  Inc. and Arizona Aircraft Spares,
                    Inc.

                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act  of  1934,  as
          amended,  the  Registrant  has duly caused this report to be signed on
          its behalf by the undersigned, hereunto duly authorized.

                                          American Market Support Network, Inc.
                                          By:

                                          /s/ Alvie Merrill

                                          ========================

                                          Alvie Merrill, President

                         Date:    July 16, 2003
EXHIBIT INDEX

          Exhibit No.            Description
          -----------            -----------

          2.1       Share  Exchange  Agreement  by  and  among  American  Market
                    Support Network,  Inc., Vito Peppitoni,  sole shareholder of
                    Arizona Aicraft Spares,  Inc. and Arizona  Aircraft  Spares,
                    Inc.
SHARE EXCHANGE AGREEMENT

THIS  AGREEMENT (the  "Agreement")  is made and effective this 16th day of July,
2003, by and between American Market Support Network,  Inc. a Nevada corporation
("AMSN"), Arizona Aircraft Spares, Inc. an Arizona corporation ("AIRS") and Vito
Peppitoni ("AIRS  Shareholder")  the sole shareholder  holding all of the issued
and outstanding shares in AIRS.

                                    RECITALS
     WHEREAS,  AMSN and AIRS  Shareholder  propose to exchange  shares for a tax
free reorganization,  pursuant to this Agreement which provides for the exchange
and  conversion  of all the issued and  outstanding  capital  stock of 1,000,000
common shares of AIRS into shares of AMSN and the exchange of 19,658,397  common
shares  of AMSN  for such  1,000,000  common  shares  of AIRS,  such  that  AIRS
Shareholder   becomes  AMSN  shareholder,   owning  79%  of  AMSN's  issued  and
outstanding common shares of 24,884,047.

     NOW,  THEREFORE,  in  consideration of the foregoing and in reliance on the
representations,  warranties,  agreements,  premises and mutual covenants herein
contained,  and  for  other  good  and  value  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1.     Share Exchange.

     1.1 Agreement to exchange.  AIRS  Shareholder  shall  assign,  transfer and
convey  unto AMSN,  and AMSN  shall  acquire  all of the issued and  outstanding
capital stock of AIRS in a tax free  reorganization.  The issued and outstanding
common  shares of AMSN are quoted for  trading on the NASD OTC:  Bulletin  Board
under  symbol  "AMSN".  Pursuant to this share  exchange  agreement  hereinafter
agreed upon between the parties,  upon such share exchange,  AIRS shall become a
subsidiary of AMSN, the surviving corporation,  and both parties agree that upon
Closing (as that term is defined hereunder),  there shall be a filing for a name
change application to "Arizona Aircraft Spares, Inc." and a filing for amendment
to the  Company  articles  to reflect  the name  change.  It is also agreed that
immediately  after  Closing,  the number of  directors  of AMSN,  the  surviving
corporation,  shall be  increased  from two to four,  appointing  along with the
existing two directors of AMSN, Mr. Pertti  Luhanto and Mr. Alvie  Merrill;  Mr.
Vito Peppitoni and Ms. Sylvia Quintero.

1.2 Issuance of shares for  exchange.  Immediately  prior to the Closing,  there
shall be 1,000,000  shares of common stock,  of no par value, of AIRS (the "AIRS
Shares")  issued  and  outstanding  owned  by AIRS  Shareholder.  The  aggregate
purchase  price for the AIRS Shares shall be 19,658,397  shares of common stock,
par value  $0.001  per share  (the  "AMSN  Common  Stock"),  of AMSN (the  "AMSN
Shares").  At the Closing, the AIRS Shares shall be converted into and exchanged
for the AMSN  Shares so that each of the AIRS  Shares  shall be  converted  into
19.658397  shares of AMSN Common Stock.  The AMSN Shares issued in exchanged for
the AIRS Shares shall be  restricted  shares within the meaning of the Rule 144,
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the certificate or certificates representing such shares shall
bear an appropriate  restrictive  legend in accordance with the  requirements of
Rule 144 (the "Rule 144 Legend"),  in  substantially  the following  form (and a
stop-transfer order may be placed against transfer of such certificates):

          "The  securities   represented  by  this  certificate  have  not  been
          registered  under  the  Securities  Act  of  1933,  as  amended.   The
          securities may not be sold,  transferred or assigned in the absence of
          an effective registration statement for the securities under said Act,
          or an opinion of counsel,  in form,  substance and scope customary for
          opinions of counsel in comparable  transactions,  that registration is
          not required  under said Act or unless sold pursuant to Rule 144 under
          said Act."

     1.3 Closing. The closing of the transaction  contemplated in this Agreement
(the  "Closing")  shall take place at the offices of AMSN, on or around the date
first  written  above or at such other date,  time or place as shall be mutually
acceptable to the parties (the "Closing Date").

     1.4 Transactions and documents at and after Closing.

          (a)  At  the  Closing,   AIRS   Shareholder   shall  deliver  to  AMSN
               certificate  representing  the AIRS  Shares,  duly  endorsed  for
               transfer.
          (b)  At the  Closing,  AMSN  shall  deliver  to  AIRS  Shareholder,  a
               certificate or  certificates  for the AMSN Shares,  issued in the
               name of AIRS shareholder, and bearing a Rule 144 Legend.
          (c)  From time to time, and at any time, at AMSN's request, whether on
               or after the Closing  Date,  and without  further  consideration,
               AIRS Shareholder  shall, at his own expense,  except as otherwise
               provided in this  Agreement,  execute and  deliver  such  further
               documents and  instruments  of conveyance  and transfer and shall
               take such further  actions as may be necessary or convenient,  in
               the  reasonable  opinion of AMSN, to transfer and convey to AMSN,
               all right, title and interest in and to the AIRS Shares, free and
               clear of any lien or adverse claim.

2.     Additional Agreements.

     2.1 AMSN's access and inspection.  AIRS  Shareholder and AIRS have allowed,
and shall allow,  AMSN, and its authorized  representatives,  full access during
AIRS's normal business hours,  from and after the date hereof,  and prior to the
Closing Date, to all of AIRS's properties,  books, contracts,  commitments,  and
records for the purpose of making an investigation as AMSN may desire,  and AIRS
shall  furnish  AMSN  the  information  concerning  AIRS's  affairs  as AMSN may
request.  AIRS has caused,  and shall cause,  AIRS's personnel to assist AMSN in
making an  investigation  and shall cause the  counsel,  accountants,  and other
non-employee representatives of AIRS to be reasonably available to AMSN for such
purposes.

     2.2 AIRS  Shareholder's  access  and  inspection.  AMSN  shall  allow  AIRS
Shareholder,  and its  authorized  representatives,  access during AMSN's normal
business hours,  from and after the date hereof,  and prior to the Closing Date,
to the of AMSN's properties, books, contracts,  commitments, and records as AIRS
Shareholder may reasonably  request for the purpose of determining the financial
condition of AMSN. AMSN shall cause AMSN's  personnel to assist AIRS Shareholder
in making the investigation and shall cause the counsel,  accountants, and other
non-employee  representatives  of  AMSN  to  be  reasonably  available  to  AIRS
Shareholder for such purposes.

     2.3  Cooperation.  The parties shall cooperate  fully with each other,  and
with their  representatives,  counsel,  and accountants,  in connection with any
steps required to be taken as part of their  respective  obligations  under this
Agreement,  and will use their  best  efforts  to  consummate  the  transactions
contemplated hereby and fulfill their obligations hereunder.

     2.4 Expenses.  All of the expenses  incurred by AMSN in connection with the
authorization,  preparation,  execution,  and  performance  of this Agreement by
AMSN,   including  without   limitation,   all  fees  and  expenses  of  agents,
representatives,  counsel,  and  accountants for AMSN shall be paid by AMSN. All
expenses   incurred  by  AIRS  Shareholder  and  AIRS  in  connection  with  the
authorization,  preparation,  execution,  and  performance  of  this  Agreement,
including without  limitation all fees and expenses of agents,  representatives,
counsel,   and  accountants,   shall  be  paid  by  AIRS  Shareholder  and  AIRS
respectively.

     2.5  Brokers.  Each party  hereto  jointly  and  severally  represents  and
warrants  that no broker or finder  has acted on its behalf in  connection  with
this  Agreement  or the  transactions  contemplated  herein and each party shall
indemnify the other and save it harmless from any claim or demand for commission
or other  compensation by any broker or finder claiming to have been employed by
or on behalf of the party.

3.     Representations  and   Warranties  of AIRS.  AIRS  represents,  covenants
and warrants to AMSN as follows:

     3.1  Corporate  existence/standing/authority.  AIRS is a  corporation  duly
organized,  validly  existing and in good standing under the laws of Arizona and
has the corporate  power and authority to own,  operate and lease its respective
properties,  to carry on its business as now being conducted,  and to enter into
this Agreement and to carry out the transactions  contemplated  hereby.  AIRS is
duly qualified to do business and is in good standing in each jurisdiction where
the  failure to qualify  would have a material  adverse  affect on it.  AIRS has
delivered  to AMSN or its  counsel  true and correct  copies of the  articles or
certificate  of  incorporation  and  the  bylaws  of  AIRS,  together  with  any
amendments thereto.
3.2 Shares of stock. All issued and outstanding  shares of capital stock of
AIRS  have  been duly  authorized  and  validly  issued  and are fully  paid and
nonassessable. AIRS has 1,000,000 shares of common stock authorized, with no par
value.  There  are  presently  1,000,000  shares  of  common  stock  issued  and
outstanding.  There is no other class of capital  stock,  subscription,  option,
warrant,  call,  right,  contract,  commitment,   understanding  or  arrangement
relating to the issuance,  sale or transfer by AIRS of any shares of its capital
stock,  including  any right of  conversion  or exchange  under any  outstanding
security or other instrument.

     3.3  Authority.  AIRS has the full  right and  authority  to enter into and
fully  perform  this  Agreement  and all other  agreements  and  documents to be
delivered to AMSN in connection  herewith.  All actions  required to be taken by
AIRS to authorize the execution,  delivery and performance of this Agreement and
all other  agreements and documents to be delivered in connection  herewith have
been or will by the Closing Date be properly taken.  This Agreement  constitutes
the valid and binding  obligation of AIRS. Neither the execution and delivery of
this  Agreement and all other  agreements  and documents  executed in connection
herewith nor the  consummation of the transactions  contemplated  hereby nor the
performance of this Agreement and all other agreements and documents executed in
connection  herewith  will  (i)  conflict  with or  result  in a  breach  of any
provision of the certificate of  incorporation or by-laws of AIRS, (ii) violate,
conflict  with,  or result  in a breach of any  provision  of, or  constitute  a
default  (or an event  which,  with  notice  or  lapse  of time or  both,  would
constitute  a  default)  under,  or result in the  termination  or in a right of
termination or cancellation  of, or accelerate the performance or the payment of
money  required  by, or result in the creation of any lien,  security  interest,
charge or  encumbrance  upon any of AIRS'  properties  under  any of the  terms,
conditions or provisions of any loan agreement, note, bond, mortgage, indenture,
lease,  agreement or other instrument or commitment to which AIRS is a party, or
by which AIRS or its properties  may be bound or affected,  or (iii) violate any
order,  writ,  injunction,   decree,   judgment,  or  ruling  of  any  court  or
governmental authority specifically applicable to AIRS or any of its properties.

     3.4 No  violation.  To the  best of its  knowledge  and  belief,  AIRS  has
complied with all rules, regulations, codes, and laws affecting its business and
operations and is not in default under, or in violation of, any provision of any
federal,  state or local rule,  regulation,  code or law,  the failure to comply
with could  reasonably  be  expected  to affect  materially  and  adversely  the
business  operations of AIRS. AIRS has not received any notice of any default or
violation.

     3.5 Licenses and rights. AIRS possesses all permits,  licences,  approvals,
cage code and other  authorizations from governmental or regulatory  authorities
and from all other persons or entities that are necessary to permit it to engage
in its business as presently  conducted in and at all locations and places where
it is presently operating. The licenses, permits, approvals, cage code and other
authorizations are set forth on Schedule 3.5.

     3.6  Consents.  Except as set forth on Schedule 3.6, no approval or consent
of any person,  firm or other  entity or body is required to be obtained by AIRS
for the  authorization  of this  Agreement  or the  consummation  by AIRS of the
transactions contemplated hereby.

     3.7 No defaults.  To the best  knowledge of AIRS, no default (or event with
the  passage  of time or the  giving of notice or both  would  become a default)
exists  or is  alleged  to  exist  regarding  the  performance  of any  material
obligation of AIRS under the terms of any material indenture, license, mortgage,
deed of trust, lease, note, guaranty or other contract or instrument, including,
but not limited to, any contract referred to in Section 3.17, to which AIRS is a
party or to which its assets are subject, or by which it is otherwise bound, and
no  such  default  or  event  exists  or is  alleged  to  exist  concerning  the
performance of any obligation of any other party thereto which could  reasonably
be expected to affect,  materially  and  adversely,  the business  operations of
AIRS.

     3.8 Financial statements.  AIRS has furnished AMSN with unaudited financial
statements  of AIRS for the period  ended March 31,  2003 (the " AIRS  Financial
Statements").  The AIRS Financial  Statements  were prepared in accordance  with
generally accepted  accounting  principles and present fairly and accurately the
information set forth therein.  AIRS has furnished a comfort letter to AMSN from
its auditors in the preparation of its audited financial statements for the last
two fiscal years and  preparation  of its quarter ending June 30, 2003 that such
audited  financial  statements  and unaudited  financial  statements  ending the
quarter of June 30,  2003 shall be ready for  consolidation  and filing with SEC
within Forty Five (45) days of the execution of this Agreement.

     3.9 Absence of certain changes.  Except as set forth on Schedule 3.9, since
April 1, 2003:

     (a)  AIRS has actively  conducted  its business in the ordinary and regular
          course;
     (b)  Since that date, there has not been any material adverse change in the
          condition  (financial or otherwise),  results of  operations,  assets,
          liabilities,  properties,  business  or  prospects  of AIRS nor is any
          event  threatened  that would cause an adverse  change,  nor has there
          occurred any event or governmental regulation or order restricting the
          business of AIRS;
     (c)  AIRS has not  guaranteed,  or agreed to guarantee,  any material debt,
          liability  or  other  obligation  of  any  person,   firm,  entity  or
          corporation;
     (d)  No payments of any kind have been made or  authorized  by or on behalf
          of  AIRS to or on  behalf  of  officers,  directors,  shareholders  or
          employees of AIRS or under any management  agreements with AIRS, other
          than in the ordinary course of business;
     (e)  No shareholders, directors, officers, employees or consultants of AIRS
          are  now  indebted  or  under   obligation  to  AIRS  on  any  account
          whatsoever;  and
(f)  AIRS is not indebted to any of its shareholders,  directors, officers,
          employees  or  consultants,  other  than  in the  ordinary  course  of
          business.

     3.10  Facilities  and equipment.  The personal  property owned or leased by
AIRS at its  facility for the  operation  of, or used in, its business is in its
possession  or under  its  control  and is  adequate  for the  operation  of the
business as presently conducted.

     3.11 Title to assets.  AIRS has good, valid, and marketable title to all of
its real property and  leasehold  estates and good and valid title to all of its
other  assets  (tangible  and  intangible),  including,  but not limited to, all
leasehold  improvements  and  equipment  and all  other  properties  and  assets
reflected or required to be reflected in the AIRS  Financial  Statements and all
properties  and  assets  purchased  or  leased by it since the dates of the AIRS
Financial  Statements (except for properties and assets so reflected or required
to be  reflected  that have been sold or  otherwise  disposed of in the ordinary
course of  business),  subject to no liens,  pledges,  encumbrances,  mortgages,
security  interests,  charges  or  other  similar  restrictions  of  any  nature
whatsoever.  AIRS enjoys  peaceful and quiet  possession of its  properties  and
assets pursuant to or by all of the deeds, bills of sale, leases,  licenses, and
other agreements under which it is operating its business.

     3.12 Absence of  undisclosed  liabilities.  AIRS does not have any material
liabilities or  obligations,  either accrued or unaccrued,  fixed or contingent,
which  have not been  reflected  in the AIRS  Financial  Statements  that  could
reasonably  be  expected  to affect,  materially  and  adversely,  the  business
operations of AIRS.

     3.13   Litigation.   Schedule   3.13  hereof  sets  forth  a  list  of  all
administrative or judicial  proceedings to which AIRS is a party.  Except as set
forth on Schedule 3.13, there is no action, suit, claim, demand,  arbitration or
other proceeding,  administrative or judicial, pending or, to the best knowledge
of AIRS,  threatened against or relating to AIRS which, if adversely  determined
or resolved,  would  materially  and adversely  affect the financial  condition,
results of operations, business or prospects of AIRS.

     3.14 Patents and trademarks.

          (a)  Except  as set forth on  Schedule  3.14,  AIRS  does not own,  or
          operate  under,   any  patent,   trademark  or  service  mark  or  any
          applications  therefor.  All trade names (including those whose use is
          limited to one or more states of the United  States)  owned or used by
          AIRS are listed on Schedule 3.14 and, to the extent indicated therein,
          have been duly  registered with the states of the United States or the
          corresponding  offices  of other  countries.  Except  as set  forth on
          Schedule  3.14,  AIRS is the sole and  exclusive  owner of, or has the
          sole  and  exclusive  power  with  respect  to,  or has the  sole  and
          exclusive  right to use, the trade names  specified on Schedule  3.14.
(b) AIRS has not ever been charged with  infringement  or violation of
          any adversely held trademark, trade name or copyright.
          (c)  There  are no claims or  demands  of any  other  person,  firm or
          corporation pertaining to the trade names, copyright  registrations or
          pending  copyright  registration  applications,  as the  case  may be,
          listed on the schedules,  and no proceedings have been instituted that
          challenge the right of AIRS in respect thereof.

     3.15 Employee  benefits.  All of the employee  benefit plans  maintained by
AIRS (and each funding  medium that may be attendant  thereto) are in compliance
with  applicable  law  and  all  reporting  and  disclosure  requirements  under
applicable  laws and  regulations,  and have been  administered  and operated in
accordance  with their  respective  provisions and applicable  law. There are no
actions,  suits or claims (other than routine claims for benefits)  pending with
respect to the employee benefit plans.

     3.16 Taxes and tax returns.  As of the  Closing,  AIRS will have duly filed
all income, franchises and other tax returns, reports and extensions required to
be filed by it and has duly paid or made provisions for the payment of all taxes
(including any interest or penalties)  that are due and payable  pursuant to the
returns.  AIRS has withheld  proper and accurate  amounts from their  employees'
compensation  in  substantial   compliance  with  all  withholding  and  similar
provisions  of  applicable   law.  There  are  and  will  hereafter  be  no  tax
deficiencies  (including  penalties and  interest) of any kind assessed  against
AIRS  regarding  any period  ending on or before the Closing Date for which AIRS
has not made adequate provisions.

     3.17  Contracts.  AIRS has heretofore  furnished to AMSN complete copies of
all  contracts  and  agreements,  and AIRS  has  complied  with the  obligations
contained  in the  contracts,  is not in  default  thereunder  and nor  will the
consummation  of the  transactions  contemplated  by this Agreement  result in a
default.  All  contracts,   understandings,   commitments,   arrangements,   and
agreements are in full force and effect.

     3.18 Collective bargaining  agreements.  There are no collective bargaining
agreements with any labor  organization to which AIRS is a party.  The relations
of  AIRS  with  its  employees  are  good  and  there  are  no  impending  labor
difficulties.

     3.19 Insurance. AIRS has maintained insurance policies for its business and
operation and a copy of the same is described in Schedule 3.19.

     3.20 Real  property.  Schedule  3.20 hereof sets forth a true and  complete
list of the real  property  lease and lease  extension to which AIRS is a party.
AIRS has  heretofore  furnished  to AMSN  true and  complete  copies of the real
estate  leases  that are in good  standing  and in full force and effect for the
leased  term  thereof.   Notwithstanding   the  foregoing,   AIRS  is  currently
negotiating  the  purchase of property  and  building  of its  facility  and the
property and building are presently held in escrow awaiting  closing.  A copy of
the escrow  agreement with Fidelity  National Title Agency,  Inc. in this regard
dated June 10,  2003 has been  provided to AMSN along with an  independent  real
estate appraisal report from Sinclair Appraisal Services LLC. dated May 14, 2003
concluding  in  their  appraisal  report  that the "as is"  market  value of the
property and building of its facility is $1,020,000.

     3.21  Rights or  options  to shares of AIRS.  No  person,  firm,  entity or
corporation has a right,  agreement or option,  whether oral or in writing, or a
right capable of becoming a right,  agreement or option:
     (a)  for the purchase of the shares in the capital of AIRS;
     (b)  for the  purchase,  subscription  or issuance  of any of the  unissued
          shares in the capital of AIRS; and
     (c)  to require AIRS to purchase, redeem or otherwise acquire the shares in
          the capital of AIRS.

     3.22 Material misstatements or omissions.  No representations or warranties
made by AIRS under  this  Agreement  or in any  certificate,  schedule  or other
document  furnished to be furnished to AMSN  pursuant  hereto,  or in connection
with the transactions  contemplated by this Agreement,  contains or will contain
any  untrue  statement  of a  material  fact,  or omits or will  omit to state a
material fact  necessary to make the  statements of fact  contained  therein not
misleading.

     3.23 AIRS Shareholder's  representations  and warranties.  AIRS Shareholder
represents  and warrants  along with AIRS such  representations  and  warranties
described in Section 3.3, 3.6, 3.7, 3.12, 3.13 and 3.22 herein to AMSN.

4.   Representations  and  Warranties of AMSN.  AMSN  represents,  covenants and
warrants to AIRS Shareholder and AIRS as follows:

     4.1  Corporate  existence/standing/authority.  AMSN is a  corporation  duly
organized,  validly  existing and in good standing  under the laws of Nevada and
has the corporate  power and authority to own,  operate and lease its respective
properties,  to carry on its business as now being conducted,  and to enter into
this Agreement and to carry out the transactions  contemplated hereby. AMSN is a
reporting  company  under the  Securities  Exchange Act of 1934, as amended (the
"1934 Act") and is, duly  qualified  to do business  and is in good  standing in
each  jurisdiction  where the failure to qualify  would have a material  adverse
effect on it. AMSN has delivered to AIRS or its counsel true and correct  copies
of the  articles  or  certificates  of  incorporation  and the  bylaws  of AMSN,
together with any amendments thereto.

     4.2 Shares of stock.  AMSN has authorized  40,000,000  shares of stock,  of
which are designated as common stock,  and 10,000,000  shares of stock, of which
are  designated  as preferred  stock,  all with a par value of $0.001 per share.
There are 5,225,650  issued and outstanding  shares of AMSN Common Stock.  After
the  Closing,  there will be  24,884,047  shares of AMSN Common Stock issued and
outstanding.  All issued and  outstanding  shares of capital  stock of AMSN have
been duly  authorized and validly issued and are fully paid and  non-assessable.
There is no subscription,  option,  warrant,  call, right,  contract commitment,
understanding or arrangement relating to the issuance,  sale or transfer by AMSN
of any  shares  of its  capital  stock,  including  any right of  conversion  or
exchange under any outstanding security or other instrument. At the Closing, the
AMSN Shares to be issued to AIRS and its  shareholder(s)  on the consummation of
the transactions  contemplated  hereunder will be exempt from registration under
the Securities Act, pursuant to Section 4(2) thereof, and shall have been exempt
or registered or qualified  under the  applicable  state  securities or blue sky
laws for issuance. Such shares, when issued in accordance with the terms of this
Agreement, will be fully paid and non-assessable.

     4.3  Authority.  AMSN has the full  right and  authority  to enter into and
fully  perform  this  Agreement  and all other  agreements  and  documents to be
delivered to AIRS in connection  herewith.  All actions  required to be taken by
AMSN to authorize the execution,  delivery and performance of this Agreement and
all other  agreements and documents to be delivered in connection  herewith have
been or will by the Closing Date be properly taken.  This Agreement  constitutes
the valid and binding  obligation of AMSN. Neither the execution and delivery of
this  Agreement and all other  agreements  and documents  executed in connection
herewith nor the  consummation of the transactions  contemplated  hereby nor the
performance of this Agreement and all other agreements and documents executed in
connection  herewith  will  (i)  conflict  with or  result  in a  breach  of any
provision of the certificate of  incorporation or by-laws of AMSN, (ii) violate,
conflict  with,  or result  in a breach of any  provision  of, or  constitute  a
default  (or an event  which,  with  notice  or  lapse  of time or  both,  would
constitute  a  default)  under,  or result in the  termination  or in a right of
termination or cancellation  of, or accelerate the performance or the payment of
money  required  by, or result in the creation of any lien,  security  interest,
charge or  encumbrance  upon any of AMSN's  properties  under any of the  terms,
conditions or provisions of any loan agreement, note, bond, mortgage, indenture,
lease,  agreement or other instrument or commitment to which AMSN is a party, or
by which AMSN or its properties  may be bound or affected,  or (iii) violate any
order,  writ,  injunction,   decree,   judgment,  or  ruling  of  any  court  or
governmental authority specifically applicable to AMSN or any of its properties.

     4.4 No  violation.  To the  best of its  knowledge  and  belief,  AMSN  has
complied with all rules, regulations, codes, and laws affecting its business and
operations and is not in default under, or in violation of, any provision of any
federal  state or local  rule,  regulation,  code or law nor has AMSN been given
notice of any default or violation.

     4.5  Licenses  and  rights.  AMSN  possesses  all  franchises,   easements,
licenses,  permits and other  authorizations  from  governmental  or  regulatory
authorities  and from all other persons or entities that are necessary to permit
it to engage in its business as presently  conducted in and at all locations and
places where it is presently operating. The franchises,  licenses,  permits, and
other authorizations are set forth on Schedule 4.5.
4.6  Consents.  Except as set forth on Schedule 4.6, no approval or consent
of any person,  firm or other  entity or body is required to be obtained by AMSN
for the  authorization  of this  Agreement  or the  consummation  by AMSN of the
transactions contemplated hereby

     4.7 No defaults. Except as set forth on Schedule 4.7, to the best knowledge
of AMSN,  no default  (or event  that with the  passage of time or the giving of
notice or both would become a default)  exists or is alleged to exist  regarding
the  performance  of any  obligation  of AMSN under the terms of any  indenture,
license,  mortgage,  deed of trust,  lease, note,  guaranty or other contract or
instrument,  including,  but not limited to, any  contract set forth on Schedule
4.17,  to which AMSN is a party or to which its assets are subject,  or by which
it is  otherwise  bound,  and no such  default or event  exists or is alleged to
exist  concerning  to the  performance  of any  obligation  of any  other  party
thereto.

     4.8 Financial  statements.  AIRS has been furnished with audited  financial
statements of AMSN for the year ended December 31, 2002 and unaudited  financial
statements  of AMSN for the quarter  ended  March 31, 2003 (the "AMSN  Financial
Statements").  The AMSN Financial  Statements  were prepared in accordance  with
generally  accepted  accounting  principles  applied on a basis  consistent with
prior periods,  and, as of their date of issuance were, or will be true, correct
and  complete  all  material  respects  and present  fairly and  accurately  the
information set forth therein.

     4.9  Absence of certain changes. Since April 1, 2003:

     (a)  AMSN has conducted its business in the ordinary and regular course;
     (b)  There  has not been  any  material  adverse  change  in the  condition
          (financial or otherwise),  results of operations, assets, liabilities,
          properties, business or prospects of AMSN;
     (c)  Nor is any event  threatened that would cause an adverse  change,  nor
          has there  occurred  any  event or  governmental  regulation  or order
          restricting the business of AMSN;
     (d)  AMSN has not  guaranteed,  or agreed to guarantee,  any material debt,
          liability  or  other  obligation  of  any  person,   firm,  entity  or
          corporation;
     (e)  No payments of any kind have been made or  authorized  by or on behalf
          of  AMSN to or on  behalf  of  officers,  directors,  shareholders  or
          employees of AMSN or under any management  agreements with AMSN, other
          than in the ordinary course of business;
     (f)  No shareholders, directors, officers, employees or consultants of AMSN
          are  now  indebted  or  under   obligation  to  AMSN  on  any  account
          whatsoever; and
     (g)  AMSN is not indebted to any of its shareholders,  directors, officers,
          employees  or  consultants,  other  than  in the  ordinary  course  of
          business.

     4.10 Facilities  and  equipment.  AMSN  does not own any  real or  personal
property or lease any real property or facility for its operation.
4.11 Title to assets. AMSN does not own any tangible property.

     4.12 Absence of  undisclosed  liabilities.  AMSN does not have any material
liabilities or  obligations,  either accrued or unaccrued,  fixed or contingent,
which have not been reflected in the AMSN  Financial  Statements or set forth on
Schedule 4.12 hereof, or which exceed in the aggregate $5,000.

     4.13   Litigation.   Schedule   4.13  hereof  sets  forth  a  list  of  all
administrative or judicial  proceedings to which AMSN is a party.  Except as set
forth on Schedule 4.13, there is no action, suit, claim, demand,  arbitration or
other proceeding,  administrative or judicial, pending or, to the best knowledge
of AMSN,  threatened against or relating to AMSN which, if adversely  determined
or resolved,  would  materially  and adversely  affect the financial  condition,
results of operations, business or prospects of AMSN.

     4.14 Patents and trademarks.

     (a)  AMSN does not own, or operate under, any patent,  trademark or service
          mark or any  applications  therefor.  All trade names (including those
          whose use is limited to one or more states of the United States) owned
          or used by AMSN  are  listed  on  Schedule  4.14  and,  to the  extent
          indicated  therein,  have been duly  registered with the states of the
          United States or the corresponding offices of other countries.
     (b)  Except  as set  forth on  Schedule  4.14(b),  AMSN  has not ever  been
          charged  with   infringement   or  violation  of  any  adversely  held
          trademark, trade name or copyright.
     (b)  Except as set forth on  Schedules  4.14(a) and  4.14(b),  there are no
          claims or demands of any other person, firm or corporation  pertaining
          to the trade  names,  copyright  registrations  or  pending  copyright
          registration  applications,   as  the  case  may  be,  listed  on  the
          schedules,  and no proceedings have been instituted that challenge the
          right of AMSN in respect thereof.

     4.15 Employee  benefits.  All of the employee  benefit plans  maintained by
AMSN (and each funding  medium that may be attendant  thereto) are in compliance
with  applicable  law  and  all  reporting  and  disclosure  requirements  under
applicable  laws and  regulations,  and have been  administered  and operated in
accordance  with their  respective  provisions and applicable  law. There are no
actions,  suits or claims (other than routine claims for benefits)  pending with
respect to the employee benefit plans.

     4.16 Taxes and tax returns.  AMSN has duly filed all income,  franchise and
other tax returns  and  reports  required to be filed by it and has duly paid or
made  provision  for  the  payment  of all  taxes  (including  any  interest  or
penalties) that are due and payable  pursuant to the returns.  AMSN has withheld
proper and accurate  amounts from their  employees'  compensation in substantial
compliance with all withholding and similar  provisions of applicable law. There
are and will hereafter be no tax deficiencies (including penalties and interest)
of any kind assessed  against AMSN  regarding any period ending on or before the
Closing Date.
4.17 Contracts.  AMSN has heretofore  furnished to AIRS or its counsel true
and complete  copies of all contracts and  agreements and AMSN has complied with
the obligations  pertaining to it contained in the contracts,  is not in default
thereunder and nor will the  consummation  of the  transactions  contemplated by
this  Agreement  result  in the  default.  All  the  contracts,  understandings,
commitments, arrangements, and agreements are in full force and effect.

     4.18 Collective bargaining  agreements.  There are no collective bargaining
agreements with any labor  organization to which AMSN is a party.  The relations
of  AMSN  with  its  employees  are  good  and  there  are  no  impending  labor
difficulties.

     4.19 Insurance. AMSN has and maintains no insurance policies.

     4.20 Real  property.  AMSN  does  not  own nor  lease  any  real  property.

     4.21  SEC  filings.  Since  June 16,  2003,  AMSN has  filed  all  reports,
schedules, forms, statements and other documents required to be filed by it with
the  Securities  and  Exchange  Commission  ("SEC"),  pursuant to the  reporting
requirements  of the Exchange  Act of 1934,  as amended (the "1934 Act") (all of
the foregoing filed prior to the date hereof and all exhibits  included  therein
and  financial  statements  and  schedules  thereto  and  documents  (other than
exhibits to such documents) incorporated by reference therein, being hereinafter
referred to herein as the "SEC  Documents").  As of their respective  dates, the
SEC Documents  complied in all material  respects with the  requirements  of the
1934  Act and the  rules  and  regulations  of the  SEC  promulgated  thereunder
applicable to the SEC Documents, and none of the SEC Documents, at the time they
were filed with the SEC,  contained  any untrue  statement of a material fact or
omitted to state a material fact  required to be stated  therein or necessary in
order to make the statements  therein, in light of the circumstances under which
they were made,  not  misleading.  None of the  statements  made in any such SEC
Documents is, or has been,  required to be amended or updated  under  applicable
law (except for such  statements  as have been amended or updated in  subsequent
filings  prior the date hereof).  As of their  respective  dates,  the financial
statements  of AMSN  included  in the SEC  Documents  complied as to form in all
material  respects with  applicable  accounting  requirements  and the published
rules and regulations of the SEC with respect thereto. Such financial statements
have  been  prepared  in  accordance  with  United  States  generally   accepted
accounting principles, consistently applied, during the periods involved (except
(i) as may be otherwise  indicated  in such  financial  statements  or the notes
thereto, or (ii) in the case of unaudited interim statements, to the extent they
may not include footnotes or may be condensed or summary  statements) and fairly
present in all material respects the consolidated  financial position of AMSN as
of the dates  thereof and the results of its  operations  and cash flows for the
periods  then ended  (subject,  in the case of unaudited  statements,  to normal
year-end audit adjustments).  Except as set forth in the financial statements of
AMSN  included in the SEC  Documents,  AMSN has no  liabilities,  contingent  or
otherwise,  other  than (i)  liabilities  incurred  in the  ordinary  course  of
business  subsequent to March 31, 2003 and (ii) obligations  under contracts and
commitments  incurred in the ordinary  course of business and not required under
generally  accepted  accounting  principles  to be reflected  in such  financial
statements.

     4.22  Rights or  options  to shares of AMSN.  No  person,  firm,  entity or
corporation has a right,  agreement or option,  whether oral or in writing, or a
right capable of becoming a right, agreement or option:

     (a)  for the purchase of the shares in the capital of AMSN;
     (b)  for the  purchase,  subscription  or issuance  of any of the  unissued
          shares in the capital of AMSN; and
     (c)  to require AMSN to purchase, redeem or otherwise acquire the shares in
          the capital of AMSN.

     4.23 Material misstatements or omissions.  No representations or warranties
made by AMSN under  this  Agreement  or in any  certificate,  schedule  or other
document  furnished or to be furnished to AIRS, or its counsel  pursuant hereto,
or in connection with the transactions contemplated by this Agreement,  contains
or will contain any untrue  statement of a material  fact, or omits or will omit
to state a material  fact  necessary to make the  statements  of fact  contained
therein not misleading.

5.   Covenants and Transactions Prior to Closing

     5.1 Conduct and transactions of AIRS prior to the Closing. Between the date
of this  Agreement  and the Closing,  the Chief  Executive  Officer and the sole
director  of AIRS shall  retain  full  control of the  management  and  business
thereof.  In order to assure  protection and  preservation of AIRS's business as
well  as  AIRS's  performance  of its  obligations  under  and  related  to this
Agreement, AIRS and AIRS Shareholder agree that from the date of this Agreement,
up to and including, the Closing;

     (a) AIRS shall give AMSN, its counsel,  accountants,  appraisers, and other
     representatives or experts retained by AMSN full access on reasonable prior
     notice to all the premises,  books,  records,  and personnel of AIRS during
     AIRS's  normal  business  hours  and  cause  AIRS to  furnish  to AMSN  the
     financial  and  operating  data and other  information  with respect to the
     business and  properties  of AIRS as AMSN may from time to time  reasonably
     request. In the event of termination of this Agreement for any reason, AMSN
     will return all documents,  work papers,  and other materials obtained from
     AIRS and will not  further  disclose  to  third  parties  any  confidential
     information obtained by it pursuant hereto.
     (b) AIRS  shall use all  reasonable  efforts  to (i)  preserve  intact  the
     present  business  organization  and  personnel of AIRS,  (ii) preserve the
     present  goodwill and  advantageous  relationships of AIRS with all persons
     having  business  dealings  with AIRS,  and (iii)  preserve and maintain in
     force   all   licenses,    certificates,    leases,   contracts,   permits,
     registrations,  franchises,  confidential  trade names and copyrights,  and
     applications for any of same, bonds, and other similar rights of AIRS.
     (c) AIRS shall  operate its  business in the usual,  regular,  and ordinary
     course and manner,  and refrain from encumbering or mortgaging any property
or assets or terminating or modifying any lease or incurring any obligation
     (contingent or otherwise),  except in the ordinary course of business.
     (d) AIRS  Shareholder  and AIRS will  exert  best  efforts  to fulfill in a
     timely manner all objectives and conditions to permit  consummation  of the
     transactions  as  contemplated by this Agreement and execute and deliver to
     AMSN any and all documents necessary, in the reasonable opinion of counsel,
     to consummate the transactions contemplated by this Agreement.
     (e) AIRS  Shareholder  and AIRS shall not declare or pay any  dividend,  or
     make any distribution of its assets to its sole shareholder, or purchase or
     retire any of its shares.
     (f) AIRS Shareholder and AIRS shall not allot,  issue,  grant or enter into
     any agreement  for the  allotment or issuance of any shares or  securities,
     other rights to acquire  shares or  securities,  or securities  convertible
     into,  exchangeable  for,  or which  otherwise  carry the right to acquire,
     directly or indirectly, any shares or securities in its capital.
     (g) AIRS  Shareholder and AIRS shall not sell, or otherwise  dispose of all
     or any part of its assets or agree to do or  perform  any act or enter into
     any  transaction  or  negotiation  which  could  reasonably  be expected to
     interfere with this Agreement,  or which would render inaccurate any of the
     representations and warranties set out in this Agreement.
     (h)  Except  for  Section  3.20   herein,   AIRs  shall  not  increase  its
     indebtedness  for borrowed money other than trade  obligations and payables
     entered into in the ordinary course of business.
     (i) AIRS  Shareholder  and AIRS  shall not enter into any  arrangements  or
     transactions with any director,  former director,  officer, former officer,
     shareholder,  former  shareholder,  employee or former employee of AIRS, or
     any other  person that is not dealing at "arm's  length"  with AIRS or AIRS
     Shareholder.

     5.2  Conduct by AMSN prior to Closing.  Between the date of this  Agreement
and the  Closing  Date,  AMSN shall use its best  efforts to fulfill in a timely
manner all objectives and conditions to permit  consummation of the transactions
as  contemplated  by this Agreement and execute and deliver to AIRS  Shareholder
and AIRS any and all  documents  necessary,  in the  reasonable  opinion  of its
counsel, to consummate the transactions contemplated by this Agreement.

6.  Conditions  Precedent To Obligations Of AMSN. The  obligations of AMSN under
this  Agreement  are, at its option,  subject to  satisfaction  of the following
conditions at the Closing:

     6.1  Representations of AIRS Shareholder and AIRS. The  representations and
warranties of AIRS  Shareholder  and AIRS set forth in this  Agreement  shall be
true and complete in all material  respects on and as of the Closing to the same
extent and with the same  force and  effect as if made on such  date,  except as
expressly  provided  to the  contrary  in this  Agreement  or as affected by the
transactions contemplated by this Agreement.
6.2 Consents.  All necessary approvals or consents shall have been obtained
from  any  and  all  federal   departments  and  agencies  and  from  all  other
commissions,  boards,  agencies and from any other person,  firm or entity whose
approval  or  consent  is  necessary  to the  consummation  of the  transactions
contemplated by this Agreement.

     6.3 Performance by AIRS  Shareholder  and AIRS.  AIRS  Shareholder and AIRS
shall have duly performed all obligations,  covenants, and agreements undertaken
by them and  complied  with all terms and  conditions  applicable  to them to be
performed and complied with prior to the Closing.

     6.4 Documents to be delivered to AMSN. AMSN shall have received:

     (a)  certificate  dated as of the  Closing,  and  executed by an officer of
          AIRS,  certifying as to the  fulfillment  of the matters  contained in
          Sections  6.1, 6.2, and 6.3 and  confirming  the  representations  and
          warranties set forth in Sections 6.5 and 6.6 as of the Closing;
     (b)  a copy of the  Bylaws  of AMSN  and  any and all  amendments  thereto,
          certified by the Secretary of AIRS;
     (d)  copies  of  Minutes  or  Consents  of  the  sole   Director  and  sole
          Shareholder,  certified  by  the  Secretary  of  AIRS,  approving  the
          Agreement and  authorizing  the officers and the Company to consummate
          the transaction;
     (e)  Certificate  representing  1,000,000 of the AIRS Shares, duly endorsed
          for transfer from AIRS Shareholder, representing all of the issued and
          outstanding Shares of AIRS;
     (f)  Certificate  of Good Standing of AIRS;  and
     (g)  Statement as to status of corporate taxes of AIRS.

     6.5 Suits.  No suit,  action or other  proceeding  shall be  threatened  or
pending  before  any court or  governmental  agency in which it will be or it is
sought  to  restrain  or  prohibit  or to  obtain  damages  or other  relief  in
connection  with  this  Agreement  or  the   consummation  of  the  transactions
contemplated  by this  Agreement or which is likely to materially  and adversely
affect the financial condition, results of operations,  business or prospects of
AIRS or AIRS Shareholder.

     6.6 Absence of default. No condition or event which constitutes an event of
default  hereunder by AIRS or AIRS Shareholder or which,  after notice and lapse
of time, or both, would constitute an event of default hereunder by AIRS or AIRS
Shareholder shall have occurred and be continuing.

7.  Conditions  Precedent  to  Obligations  of  AIRS.  The  obligations  of AIRS
Shareholder  and AIRS  under  this  Agreement  are,  at its  option,  subject to
satisfaction of the following conditions at or prior to the Closing:

     7.1 Representations  and warranties.  The representations and warranties of
AMSN set forth in this  Agreement  shall be true and  complete  in all  material
respects on and as of the Closing to the same extent and with the same force and
effect as if made on such date, except as expressly  provided to the contrary in
this  Agreement  or  as  affected  by  the  transactions  contemplated  by  this
Agreement.

     7.2 Consents.  All necessary approvals or consents shall have been obtained
from  any  and  all  federal   departments  and  agencies  and  from  all  other
commissions,  boards,  agencies, and from any other person, firm or entity whose
approval  or  consent  is  necessary  to the  consummation  of the  transactions
contemplated by this Agreement.

     7.3  Performance by AMSN.  AMSN shall have duly performed all  obligations,
covenants,  and  agreements  undertaken  by it herein and complied  with all the
terms and  conditions  applicable to them  hereunder to be performed or complied
with prior to the Closing.

     7.4  Documents  to be  delivered  to AIRS  Shareholder  and/or  AIRS.  AIRS
Shareholder and/or AIRS shall have received:

          (a)  certificate  dated as of the Closing,  and executed by an officer
               of  AMSN,  certifying  as  to  the  fulfillment  of  the  matters
               contained  in  Sections  7.1,  7.2,  and 7.3 and  confirming  the
               representations  and warranties set forth in Sections 7.5 and 7.6
               as of the Closing;
          (b)  a copy  of the  certificate  of  incorporation,  and  any and all
               amendments or Articles of Incorporation thereto, certified by the
               Secretary of AMSN;
          (c)  a copy of the bylaws of AMSN and any and all amendments  thereto,
               certified by the Secretary of AMSN;
          (d)  copies of  Minutes  or  Consents  of the Board of  Directors  and
               Shareholders,  certified by the Secretary of AMSN,  approving the
               Agreement  and  authorizing  the  officers  and  the  Company  to
               consummate the transaction;
          (e)  Certificate  representing 19,658,397 Common Shares in the capital
               of AMSN as provided for hereinabove with appropriate  restrictive
               legends  in  accordance  with  Rule 144 to be  received  from the
               transfer agent delivering such on behalf of AMSN; and
          (f)  Certificate of Good Standing of AMSN.

     7.5 Suits.  No suit,  action or other  proceeding  shall be  threatened  or
pending  before  any court or  governmental  agency in which it will be or it is
sought  to  restrain  or  prohibit  or to  obtain  damages  or other  relief  in
connection  with  this  Agreement  or  the   consummation  of  the  transactions
contemplated by this Agreement.

     7.6 Absence of default. No condition or event which constitutes an event of
default  hereunder by AMSN or which,  after  notice and lapse of time,  or both,
would  constitute an event of default  hereunder by AMSN shall have occurred and
be continuing.

8.   Survival of Representations and Warranties and Indemnification.
8.1 Survival of representations and warranties. Notwithstanding the closing
of the transactions contemplated by this Agreement, or any investigation made by
or on behalf of AIRS Shareholder,  AIRS or AMSN,  unless otherwise  specifically
noted herein, the  representations  and warranties of AIRS Shareholder,  AIRS or
AMSN contained in this Agreement or in any certificate,  schedule,  chart, list,
letter,  compilation or other document delivered pursuant hereto,  shall survive
the Closing for a period of one (1) year.  Thereafter,  neither party shall have
any liability to the other based upon any of the  representations  or warranties
or any certificate, schedule, chart, list, letter, compilation or other document
delivered pursuant hereto.

     8.2 AIRS Shareholder and AIRS's indemnification.  AIRS Shareholder and AIRS
covenant  and  agree to  indemnify  and save  harmless  AMSN and its  directors,
officers,  employees,  representatives,  consultants and agents from any and all
costs, expenses,  losses, damages, and liabilities incurred or suffered directly
or  indirectly  by any of them  (including  reasonable  legal  fees  and  costs)
proximately resulting from or attributable to the breach of, or misstatement in,
any one or more of the  representations  or warranties of AIRS  Shareholder  and
AIRS made in or pursuant to this Agreement.

     8.3 AMSN's indemnification. AMSN covenants and agrees to indemnify and save
harmless  AIRS  Shareholder,  AIRS  and  its  directors,   officers,  employees,
representatives,  consultants  and  agents  from  any and all  costs,  expenses,
losses,  damages, and liabilities incurred or suffered directly or indirectly by
any of them (including  reasonable legal fees and costs)  proximately  resulting
from or attributable  to the breach of, or  misstatement  in, any one or more of
the representations or warranties of AMSN made in or pursuant to this Agreement.

     8.4 Defense against asserted claims. If any claim or assertion of liability
is made or  asserted by a third party  against a party  indemnified  pursuant to
this Article 8 ("Indemnified  Party") based on any liability or absence of right
which, if established, would constitute a matter for which the Indemnified Party
would be  entitled  to  indemnification  by  another  party  ("the  Indemnifying
Party"),  the  Indemnified  Party shall with  reasonable  promptness give to the
Indemnifying  Party  written  notice of the claim or asserting of liability  and
request the  Indemnifying  Party to defend the action.  Failure to so notify the
Indemnifying  Party shall not relieve the  Indemnifying  Party of any  liability
that the  Indemnifying  Party  might have to the  Indemnified  Party  unless the
failure   materially   prejudices  the  Indemnifying   Party's   position.   The
Indemnifying  Party  shall have the right to defend  against  the  liability  or
assertion,  in which event the  Indemnifying  Party shall give written notice to
the Indemnified Party of the acceptance of defense of the claim and the identity
of counsel  selected  by the  Indemnifying  Party  regarding  the  matters.  The
Indemnified  Party shall be entitled to participate with the Indemnifying  Party
in the  defense  and also shall be  entitled  at its  option to employ  separate
counsel for the defense at the expense of the  Indemnified  Party.  In the event
the  Indemnifying  Party does not accept the  defense of the matter as  provided
above or in the event that the  Indemnifying  Party or its counsel  fails to use
reasonable care in maintaining the defense, the Indemnified Party shall have the
full right at its option to defend  against the  liability or  assertion  and to
employ  counsel for the defense at the expense of the  Indemnifying  Party.  All
parties  will  cooperate  with each  other in the  defense of any action and the
relevant  records of each shall be  available  to the others with respect to the
defense.

     8.5 Limitations on  indemnification.  Indemnification  shall only be due to
the  extent  of the loss or  damage  actually  suffered  (i.e.,  reduced  by any
offsetting  or related  asset or service  received and by any recovery  from any
third party such as, an insurer), net after the amount equal to any reduction in
federal, state or local income,  franchise or other taxes occasioned by the loss
or damage  (even  though the tax return by which the  reduction  would have been
realized  is not yet due),  but  including  an amount  equal to any  increase in
federal,  state,  and local income,  franchise or other taxes  occasioned in the
indemnification  payment  and then  only to the  extent of the  excess  over the
Agreed  De  Minimis  Amount  (hereinafter  defined).  The  Indemnitor  shall  be
subrogated  to  all  rights  of  the   Indemnified   Party  for  any  individual
misrepresentation,  breach  of  warranty  or  violation  of  covenant  where the
otherwise  indemnifiable  amount does not exceed $10,000 and, as regards all the
indemnifiable  misrepresentations  or breaches  of  warranty  that do not exceed
$10,000,  the  Indemnitor  shall not be liable  except  to the  extent  that the
aggregate  amount  thereof  exceeds  $10,000  (the sum being  referred to as the
"Agreed De Minimis Amount").

9. Assignment, Third Parties, Binding Effect.    The rights under this Agreement
shall not be  assignable  nor the  duties  delegable  by any party  without  the
written consent of all parties having been obtained  thereto.  Nothing contained
in this Agreement,  express or implied, is intended to confer upon any person or
entity, other than the parties, and their successors in interest,  any rights or
remedies under or by reason of this Agreement  unless so stated expressly to the
contrary.  All  covenants,  agreements,  representations,  and warranties of the
parties  contained  shall be binding  upon and inure to the  benefit of AMSN and
AIRS and their respective successors and permitted assigns.

10. Time and Abandonment. Time is of the essence of this Agreement. In the event
the transactions contemplated are terminated or abandoned by mutual agreement of
the  parties,  there shall be no  liability on the part of any of the parties by
reason of the mutual termination or abandonment.

11. Notices.   All notices, requests, demands, and other communications shall be
in  writing  and  shall be  deemed  to have  been  duly  given on the date  when
personally delivered, transmitted by facsimile machine, or the next business day
if sent by overnight courier service,  addressed to the parties at the following
addresses  (or at the other address as shall be given in writing by any party to
the other) as follows:

                              To AMSN:
                              American Market Support Network, Inc.
                              14090 S.W. Freeway, #300
                              Sugar Land, Texas 77778
                              USA
                              Attn:  Mr. Alvie Merrill, President
                              -----------------------------------

                              To AIRS Shareholder:
Mr. Vito Peppitoni
                              3431 E. Hemisphere Loop
                              Tucson, Arizona
                              85706
                              USA

                              To AIRS:
                              Arizona Aircraft Spares, Inc.
                              3431 E. Hemisphere Loop
                              Tucson, Arizona
                              85706
                              USA
                              Attn:  Mr. Vito Peppitoni, Chief Executive Officer
                              --------------------------------------------------

Notice  shall be  deemed  to be given as of the date of  actual  receipt  of the
communication by the recipient.

12. Certain Breaches.  Neither party shall have any liability to the other party
regarding a breach by a party that the other party has received  written  notice
at or prior to the Closing.

13. Invalidity. If any one or more of the provisions contained in this Agreement
should be invalid,  illegal or unenforceable in any respect in any jurisdiction,
the validity,  legality and  enforceability of such provision or provisions will
not in any way be affected or impaired thereby in any other jurisdiction and the
validity,  legality and  enforceability  of the remaining  provisions  contained
herein will not in any way be affected  or  impaired  thereby,  unless in either
case,  as a result  of such  determination,  this  Agreement  would  fail in its
essential purpose.

14. Remedies Not Exclusive. No remedy conferred by any of the provisions of this
Agreement is intended to be exclusive  of any other  remedy,  and each and every
remedy  shall be  cumulative  and shall be in  addition  to every  remedy  given
hereunder  or now or  hereafter  existing,  at law or in  equity by  statute  or
otherwise.  The  election of any one or more  remedies by AMSN or AIRS shall not
constitute a waiver of the right to pursue other available remedies.

15.  Counterparts.  This Agreement may be executed in one or more  counterparts,
and by  facsimile,  each of which shall be deemed to be an original,  and all of
which together shall constitute one and the same instrument,  as legally binding
and enforceable.

16.  Captions  And  Section  Headings.  Captions  and section  headings  are for
convenience  only and are not a part of this  Agreement and shall not be used in
construing  it.  Whenever  the context so  requires,  words used in the singular
shall be construed to mean or include the plural and vice versa, and pronouns of
any gender shall be construed to mean or include any other gender or genders.

17.  Waivers.  Any  failure  by any of the  parties  to  comply  with all of the
obligations, agreements or conditions set forth may be waived by the other party
or parties;  provided however, that any such waiver shall not be deemed a waiver
of any other obligation, agreement or condition contained herein.

18. Entire  Agreement.  This Agreement  constitutes the entire agreement between
the   parties.   There  are  not  and  shall  not  be  any  verbal   statements,
representations, warranties, undertakings or agreements between the parties, and
this Agreement may not be amended or modified in any respect except by a written
instrument signed by the parties.

19. Third Parties.  Nothing in this Agreement,  whether expressed or implied, is
intended  to (i)  confer  any rights or  remedies  on any person  other than the
parties and their respective  successors and assigns,  (ii) relieve or discharge
the obligation or liability of any third party or (iii) give any third party any
right of subrogation or action against any party.

20. Applicable Law. This Agreement shall be governed and construed in accordance
with the laws of the State of Nevada.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first above written.

AMERICAN MARKET SUPPORT NETWORK, INC.

Per:

/s/Alvie Merrill
----------------

Alvie Merrill

President

ARIZONA AIRCRAFT SPARES, INC.

Per:

/s/ Vito Peppitoni
------------------

Vito Peppitoni

Chief Executive Officer

/s/Martha Greenlee                          /s/ Vito Peppitoni
---------------------------                 ------------------

Witness as to signature:                    VITO PEPPITONI