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: ESCROW SPECIALISTS , 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):



Check  one  of the following:

U.S.  Citizen

Resident  Alien

Foreign Resident; Country  ________

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


Investor  Residence  Address  1:




Investor  Residence  Address  2:



City,                   State         ZIP  Code



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