Dear Subscriber:



         You (the "Subscriber") hereby agree to purchase, and Mooney Aerospace

Group, Ltd. (formerly Advanced Aerodynamics & Structures, Inc.), a Delaware

corporation (the "Company"), hereby agrees to issue and to sell to the

Subscriber, an 8% Convertible Note (the "Note") convertible in accordance with

the terms thereof into shares of the Company's $.0001 par value Class A common

stock (the "Company Shares") and Class A Common Stock Purchase Warrants of the

Company ("Warrants") for the consideration set forth on the signature page

hereof ("Purchase Price"), all of which shall be deemed allocated to the cost

basis of the Note. The form of Note is annexed hereto as EXHIBIT A. The Company

Shares included in the Securities (as hereinafter defined) are sometimes

referred to herein as the "Shares" or "Common Stock"; the Note, Warrants and

Company Shares issuable upon conversion of the Note and exercise of the Warrants

are collectively referred to herein as, the "Securities." Upon acceptance of

this Agreement by the Subscriber, the Company shall issue and deliver to the

Subscriber the Note and Warrants against payment, by federal funds (U.S.) wire

transfer of the Purchase Price. This subscription is concurrent with, and part

of similar Subscription Agreements which relate to an offering of a minimum of

$100,000 of Purchase Price and up to a maximum of $10,000,000 of Purchase Price

(the "Offering"). A closing hereunder shall not take place unless the Company

shall receive or shall have previously received the net proceeds of not less

than $100,000 of Purchase Price pursuant to the Offering ("Minimum Offering").



         The following terms and conditions shall apply to this subscription.



         1. SUBSCRIBER'S REPRESENTATIONS AND WARRANTIES. The Subscriber hereby

represents and warrants to and agrees with the Company that:



                  (a) INFORMATION ON COMPANY. The Subscriber has been furnished

with the Company's Form 10-KSB for the year ended December 31, 2001, and Form

SB-2 Registration Statement filed on May 23, 2002 with the Securities and

Exchange Commission (the "Commission") under file number: 333-88964, together

with all subsequent forms 10-QSB and forms 8-K, and any amendments to any such

forms 10-KSB, 10-QSB and 8-K filed prior to the date hereof (collectively, the

"Reports"). In addition, the Subscriber has received from the Company such other

information concerning its operations, financial condition and other matters, as

the Subscriber has requested, and the Subscriber has considered all factors the

Subscriber deems material in deciding on the advisability of investing in the

Securities (such information in writing is collectively, the "Other Written

Information").



                  (b) INFORMATION ON SUBSCRIBER. The Subscriber is an

"accredited investor," as such term is defined in Regulation D promulgated by

the Commission under the Securities Act of 1933, as amended (the "1933 Act"), is

experienced in investments and business matters, has made investments of a

speculative nature and has purchased securities of United States publicly-owned

companies in private placements in the past and, with its representatives, has

such knowledge and experience in financial, tax and other business matters as to

enable the Subscriber to utilize the information made available by the Company

to evaluate the merits and risks of and to make an informed investment decision

with respect to the proposed purchase, which represents a speculative

investment. The Subscriber has the authority and is duly and legally qualified

to purchase and own the Securities. The Subscriber is able to bear the risk of

such investment for an indefinite period and to afford a complete loss thereof.



                  (c) PURCHASE OF NOTE AND WARRANTS. On the Closing Date, the

Subscriber will purchase the Note and Warrants for its own account and not with

a view to any distribution thereof.



                                       1





                  (d) COMPLIANCE WITH SECURITIES ACT. The Subscriber understands

and agrees that the Securities have not been registered under the 1933 Act, by

reason of their issuance in a transaction that does not require registration

under the 1933 Act (based in part on the accuracy of the representations and

warranties of Subscriber contained herein), and that such Securities must be

held unless a subsequent disposition is registered under the 1933 Act or is

exempt from such registration.



                  (e) SHARES LEGEND. Except as otherwise provided herein, the

Shares issuable upon conversion of the Note and exercise of the Warrants shall

bear the following legend:



                  "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN

                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE

                  SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR

                  HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION

                  STATEMENT UNDER SUCH SECURITIES ACT OR AN OPINION OF COUNSEL

                  REASONABLY SATISFACTORY TO MOONEY AEROSPACE GROUP, LTD. THAT

                  SUCH REGISTRATION IS NOT REQUIRED."



                  (f) NOTE LEGEND. The Note shall bear the following legend:



                  "THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF

                  THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF

                  1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE

                  UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR

                  SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE

                  REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN

                  OPINION OF COUNSEL REASONABLY SATISFACTORY TO MOONEY AEROSPACE

                  GROUP, LTD. THAT SUCH REGISTRATION IS NOT REQUIRED."



                  (g) WARRANTS LEGEND. The Warrants shall bear the following

legend:



                  "THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF

                  THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT

                  OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES

                  ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,

                  OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN

                  EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID

                  ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MOONEY

                  AEROSPACE GROUP, LTD. THAT SUCH REGISTRATION IS NOT REQUIRED."



                  (h) COMMUNICATION OF OFFER. The offer to sell the Securities

was directly communicated to the Subscriber. At no time was the Subscriber

presented with or solicited by any leaflet, newspaper or magazine article, radio

or television advertisement, or any other form of general advertising or

solicited or invited to attend a promotional meeting otherwise than in

connection and concurrently with such communicated offer.



                                       2





                  (i) BUSINESS RELATIONSHIPS. To the best knowledge of

Subscriber, Subscriber represents that there is no present or planned business

relationship between Subscriber and any Company director other than in

connection with the transactions described in this Agreement, previous fundings

of the Company, or as described in the Reports, or in connection with a research

report prepared by a director of the Company.



                  (j) CORRECTNESS OF REPRESENTATIONS. The Subscriber represents

that the foregoing representations and warranties are true and correct as of the

date hereof and, unless the Subscriber otherwise notifies the Company prior to

the Closing Date (as hereinafter defined), shall be true and correct as of the

Closing Date. The foregoing representations and warranties shall survive the

Closing Date.



         2. COMPANY REPRESENTATIONS AND WARRANTIES. The Company represents and

warrants to and agrees with the Subscriber, except as set forth on SCHEDULE B

hereto, that:



                  (a) DUE INCORPORATION. The Company and each of its

subsidiaries is a corporation duly organized, validly existing and in good

standing under the laws of the respective jurisdictions of their incorporation

and have the requisite corporate power to own their properties and to carry on

their business as now being conducted. The Company and each of its subsidiaries

is duly qualified as a foreign corporation to do business and is in good

standing in each jurisdiction where the nature of the business conducted or

property owned by it makes such qualification necessary, other than those

jurisdictions in which the failure to so qualify would not have a material

adverse effect on the business, operations or prospects or condition (financial

or otherwise) of the Company.



                  (b) CAPITALIZATION. As of January 23, 2002, the authorized

capital stock of the Company consists of 625,000,000 shares of Class A Common

Stock, of which 48,827,749 shares are issued and outstanding; 10,000,000 shares

of Class B Common Stock, of which 1,900,324 shares are issued and outstanding;

4,000,000 shares of Class E-1 Common Stock of which 4,000,000 shares are issued

and outstanding; 4,000,000 shares of Class E-2 Common Stock, of which 4,000,000

shares are issued and outstanding; and 5,000,000 shares of Preferred Stock, of

which 120,000 shares are designated as Series A 5% Cumulative Preferred Stock,

of which 45,734 such shares were issued and outstanding. Except as set forth in

the Reports or Other Written Information, there are no options, warrants or

rights to subscribe to, securities, rights or obligations convertible into or

exchangeable for or giving any right to subscribe for any shares of capital

stock of the Company. All of the outstanding shares of Common Stock of the

Company have been duly and validly authorized and issued and are fully paid and

nonassessable.



                  (c) REPORTS. The Company has delivered or made available to

the Subscriber true and complete copies of the Reports (including, without

limitation, proxy information and solicitation materials). The Company has not

provided to the Subscriber any information that, according to applicable law,

rule or regulation, should have been disclosed publicly prior to the date hereof

by the Company, but which has not been so disclosed. As of their respective

dates, the Reports complied in all material respects with the requirements of

the 1933 Act or the Exchange Act (as such term is hereinafter defined), as the

case may be, and rules and regulations of the Commission promulgated thereunder

and other federal, state and local laws, rules and regulations applicable to

such Reports. None of the Reports 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. The financial statements of the

Company included in the Reports comply as to form in all material respects with

applicable accounting requirements and the published rules and regulations of

the Commission or other applicable rules and regulations with respect thereto.

Such financial statements have been prepared in accordance with generally

accepted accounting principles applied on a consistent basis 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 financial position of the

Company as of the dates thereof and the results of operations and cash flows for

the periods then ended (subject, in the case of unaudited statements, to normal

year-end audit adjustments).



                                       3





                  (d) AUTHORITY; ENFORCEABILITY. This Agreement has been duly

authorized, executed and delivered by the Company and is a valid and binding

agreement enforceable in accordance with its terms, subject to bankruptcy,

insolvency, fraudulent transfer, reorganization, moratorium and similar laws of

general applicability relating to or affecting creditors' rights generally and

to general principles of equity; and the Company has full corporate power and

authority necessary to enter into this Agreement and to perform its obligations

hereunder and all other agreements entered into by the Company relating hereto.



                  (e) ADDITIONAL ISSUANCES. There are no outstanding agreements

or preemptive or similar rights affecting the Company's common stock or equity

and no outstanding rights, warrants or options to acquire, or instruments

convertible into or exchangeable for, or agreements or understandings with

respect to the sale or issuance of any shares of common stock or equity of the

Company or other equity interest in any of the subsidiaries of the Company,

except as described in the Reports or Other Written Information, or on SCHEDULE

B hereto.



                  (f) CONSENTS. No consent, approval, authorization or order of

any court, governmental agency or body or arbitrator having jurisdiction over

the Company, or any of its affiliates, the National Association of Securities

Dealers ("NASD") or the Company's stockholders is required for execution of this

Agreement, and all other agreements entered into by the Company relating

thereto, including, without limitation issuance and sale of the Securities, and

the performance of the Company's obligations hereunder.



                  (g) NO VIOLATION OR CONFLICT. Assuming the representations and

warranties of the Subscriber in SECTION 1 are true and correct and the

Subscriber complies with its obligations under this Agreement, neither the

issuance and sale of the Securities nor the performance of its obligations under

this Agreement and all other agreements entered into by the Company relating

hereto by the Company will:



                           (i) violate, conflict with, result in a breach of or

constitute a default (or an event which with the giving of notice or the lapse

of time or both would be reasonably likely to constitute a default) under (A)

the certificate of incorporation, charter or bylaws of the Company or any of its

subsidiaries, (B) to the Company's knowledge, any decree, judgment, order, law,

treaty, rule, regulation or determination applicable to the Company or any of

its subsidiaries of any court, governmental agency or body, or arbitrator having

jurisdiction over the Company or any of its subsidiaries or over the properties

or assets of the Company or any of its subsidiaries, (C) the terms of any bond,

debenture, note or any other evidence of indebtedness, or any agreement, stock

option or other similar plan, indenture, lease, mortgage, deed of trust or other

instrument to which the Company or any of its subsidiaries is a party, by which

the Company or any of its subsidiaries is bound, or to which any of the

properties of the Company or any of its subsidiaries is subject or (D) the terms

of any "lock-up" or similar provision of any underwriting or similar agreement

to which the Company, or any of its subsidiaries is a party; or



                           (ii) result in the creation or imposition of any

lien, charge or encumbrance upon the Securities or any of the assets of the

Company, or any of its subsidiaries.



                  (h) THE SECURITIES. The Securities, upon issuance:



                                       4





                           (i) are, or will be, free and clear of any security

interests, liens, claims or other encumbrances, subject to restrictions upon

transfer under the 1933 Act and state laws;



                           (ii) have been, or will be, duly and validly

authorized and on the date of issuance and on the Closing Date, as hereinafter

defined, and the date the Note is converted, and the Warrants are exercised, the

Securities will be duly and validly issued, fully paid and nonassessable (and if

registered pursuant to the 1933 Act, and resold pursuant to an effective

registration statement will be free trading and unrestricted, provided that the

Subscriber complies with the prospectus delivery requirements);

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