ALASKA FREIGHTWAYS, INC. - COMMON STOCK
                            SUBSCRIPTION AGREEMENT

Investment

I desire to purchase                                              shares of
Alaska Freightways, Inc at $0.75 per share for a total of $

Make Checks Payable to:  Brighton Bank , Alaska Freightways, Inc., Escrow
Account

Subscriber Information: Please clearly print name(s) in which Shares are to be
acquired.  All correspondence will go to the Investor Residence Address

Investor 1 (First, Middle I., Last):



Investor 2 (First, Middle I. Last):




REGISTRATION FOR THE INVESTMENT (HOW THE INVESTMENT SHOULD BE TITLED):




INVESTOR RESIDENCE ADDRESS 1:              CHECK ONE OF THE FOLLOWING:


                                         U.S. Citizen
Investor Residence Address 2:
                                         Resident Alien



City,               State  ZIP Code     Foreign Resident; Country ________

                                        U.S. Citizen residing outside the U.S.

Enter the taxpayer identification number.  For most individual taxpayers, it is
their Social Security Number.  Note: If the purchase is in more than one name,
the number should be that of the first person listed.  For IRAs, Keoghs, and
qualified plans, enter both the Social Security Number and the Taxpayer
Identification Number for the plan.

SOCIAL SECURITY NUMBER       TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE)



Form of Ownership (Individual, IRA, Trust, UGMA, Pension Plan, etc.)



Subscriber Signature: The undersigned has the authority to enter into this
subscription agreement on behalf of the person(s) or entity registered above.

Authorized Signature of Investor 1 __________________ Date:_________________

Authorized Signature of Investor 2___________________ Date:_________________


Company's Acceptance (To be completed only by an authorized representative of
the Company.)

The foregoing subscription is accepted this ___ day of _________, _____



                                        ___________________________________
                                        Authorized Representative of the Company

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