EXHIBIT 10.1


                                  Regions Bank
                                 PROMISSORY NOTE


Principal      Loan Date      Maturity        Loan No.     Call/Coll
$893,000.00    12/31/2002    12/31/2007     19817819001    590/6110

  Account      Officer     Initials
1981781-9001     1934

Borrower: ASA Aircraft LLC                   Lender:  Regions Bank
         RSR Aircraft LLC                    Tyler Aircraft Lending Department
         10 Speen Street                     100 East Ferguson
         Framingham, MA 01701                Tyler, TX  75702

Principal Amount: $893,000.00               Initial Rate: 4.500%
Date of Note: December 31, 2002

 PROMISE TO PAY. ASA AIRCRAFT LLC and RSR AIRCRAFT LLC ("Borrower") jointly and
 severalty promise to pay to REGIONS BANK ("Lender"), or order in lawful money
 of the United States of America, the principal amount of Eight Hundred
 Ninety-three Thousand & 00/100 Dollars ($893,000.00), together with interest on
 the unpaid principal balance from December 31, 2002, until maturity. The
 interest rate will not increase above 18.000%.

 PAYMENT. Subject to any payment changes resulting from changes in the Index,
 Borrower will pay this loan in 59 regular payments of $6,860.89 each and one
 irregular lost payment estimated at $666,869.26. Borrower's first payment is
 due January 31, 2003, and all subsequent payments are due on the same day of
 each month after that, Borrower's final payment will be due on December 31,
 2007, and will be for all principal and all accrued interest not yet paid.
 Payments include principal and interest. Unless otherwise agreed or required by
 applicable law, payments will be applied first to accrued unpaid interest, then
 to principal, end any remaining amount to any unpaid collection costs and late
 charges. The annual Interest rate for this Note Is computed on a 365/360 basis;
 that is, by applying the ratio of the annual Interest rate over a year of 360
 days, multiplied by the outstanding principal balance, multiplied by the actual
 number of days the principal balance is outstanding, unless such calculation
 would result in a usurious rate, in which case interest shall be calculated on
 a per diem basis of a year of 365 or 366 days, as the case may be, Borrower
 will pay Lender at Lender's address shown above or at such other place as
 Lender may designate in writing.

 VARIABLE INTEREST RATE. The interest rate on this Note is subject to change
 from time to time based on changes In an independent index which is the "Prime
 Rate" as published in the "Money Rates" column in The Wall Street Journal on
 the first business day of the month, which is identified in that column as "The
 base rate on corporate loans posted by at least 75% of the Nation's largest
 banks," (the "Index"). The Index is not necessarily the lowest rate charged by
 Lender on its loans. If the Index becomes unavailable during the term of this
 loan, Lender may designate a substitute index after notice to Borrower. Lender
 will, tell Borrower the current Index fate upon Borrower's request. The
 interest rate change will not occur more often than each day. Borrower
 understands that Lender may make loans based on other rates as well. The Index
 currently is 4.250% per annum. The interest rate to be applied prior to
 maturity to the unpaid principal balance of this Note will be at a rate of
 0.250 percentage points over the Index, resulting in an initial rate of 4.500%
 per annum. Notwithstanding the foregoing, the variable interest rate or rates
 provided for in this Note will be subject to the following maximum rate.
 NOTICE: Under no circumstances will the interest rate on this Note be more then
 the lesser of 18.000% per annum or the maximum rate allowed by applicable low.
 For purposes of this Note, the "maximum rate allowed by applicable law" means
 the greater of (A) the maximum rate of interest permitted under federal or
 other low applicable to the indebtedness evidenced by this Note, or (B) the
 "Weekly Ceiling" as referred to in Sections 303.002 and 303.003

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 of the Texas Finance Code. Whenever increases occur in the interest rate,
 Lender, at its option, may do one or more of the following: (A) increase
 Borrower's payments to ensure Borrower's loan will pay off by its original
 final maturity date, (B) increase Borrower's payments to cover accruing
 interest, (C) increase the number of Borrower's payments, and (D) continue
 Borrower's payments at the same amount and increase Borrower's final payment.

 PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance
 charges are earned fully as of the date of the loan and will not be subject to
 refund upon early payment (whether voluntary or as a result of default), except
 as otherwise required by law. Except for the foregoing, Borrower may pay
 without penalty all or a portion of the amount owed earlier than it is due. Any
 partial payment shall be in an amount equal to one or more full installments.
 Prepayment in full shall consist of payment of the remaining unpaid principal
 balance together with all accrued and unpaid interest and all other amounts,
 costs and expenses for which Borrower is responsible under this Note or any
 other agreement with Lender pertaining to this loan, and in no event will
 Borrower ever be required to pay any unearned interest. Early payments will
 not, unless agreed to by Lender in writing, relieve Borrower of Borrower's
 obligation to continue to make payments under the payment schedule. Rather,
 early payments will reduce the principal balance due and may result in
 Borrower's making fewer payments. Borrower agrees not to send Lender payments
 marked "paid in full", "without recourse", or similar language. If Borrower
 sends such a payment, Lender may accept it without losing any of Lender's
 rights under this Note, and Borrower will remain obligated to pay any further
 amount owed to Lender. All written communications concerning disputed amounts,
 including any check or other payment instrument that indicates that the payment
 constitutes "payment in full" of the amount owed or that is tendered with other
 conditions or limitations or as full satisfaction of a disputed amount must be
 mailed or delivered to: REGIONS BANK, TYLER AIRCRAFT LENDING DEPARTMENT, 100
 EAST FERGUSON, TYLER, TX 75702.

 LATE CHARGE. If a payment is 1.0 days or more late, Borrower will be charged
 5.000% at the unpaid portion of the regularly scheduled payment.

 INTEREST AFTER DEFAULT. Upon default, or if this Note is not paid at final
 maturity, Lender, at Lender's option, may add any unpaid accrued interest to
 principal and such sum will bear interest there from until paid, at the Post
 Maturity Rate provided in this Note. Upon default, the total sum due under this
 Note will bear interest from the date of acceleration or maturity at the
 variable interest rate on this Note. The interest rate will not exceed the
 maximum rate permitted by applicable law.

 DEFAULT. Each of the following shall constitute an event of default ("Event of
 Default") under this Note:

 Payment Default. Borrower failed to make any payment when due under this Note.

 Other Defaults. Borrower falls to comply with or to perform any other term,
 obligation, covenant or condition contained in this Note or in any of the
 related documents or to comply with or to perform any term, obligation,
 covenant or condition contained in any other agreement between Lender and
 Borrower.

 Default In Favor of Third Parties. Borrower or any Grantor defaults under any
 loan, extension of credit, security agreement, purchase or sales agreement, or
 any other agreement, in favor of any other creditor or person that may
 materially affect any of Borrower's property or Borrower's ability to repay
 this Note or perform Borrower's obligations under this Note or any of the
 related documents.

 False Statements. Any warranty, representation or statement made or furnished
 to Lender by Borrower or on Borrower's behalf under this Note or the related
 documents is false or misleading in any material respect, either now or at the
 time made or furnished or becomes false or misleading at any time thereafter.

 Death or Insolvency. The dissolution of Borrower (regardless of whether
 election to continue is made), any member withdraws from Borrower, or any other
 termination of Borrower's existence as a going business or the death of any
 member, the insolvency of Borrower, the appointment of a receiver for any part
 of Borrower's property, any assignment for the benefit of creditors, any type
 of creditor workout, or the commencement of any proceeding under any bankruptcy
 or insolvency laws by or against Borrower.

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 Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture
 proceedings. whether by judicial proceeding, self-help, repossession or any
 other method, by any creditor of Borrower or by any governmental agency against
 any collateral securing the loan. This includes a garnishment of any of
 Borrower's accounts, including deposit accounts, with Lender. However, this
 Event of Default shall not apply if there is a good faith dispute by Borrower
 as to the validity or reasonableness of the claim which is the basis of the
 creditor or forfeiture proceeding and if Borrower gives Lender written notice
 of the creditor or forfeiture proceeding and deposits with Lender monies or a
 surety bond for the creditor or forfeiture proceeding, in an amount determined
 by Lender, in its sole discretion, as being an adequate~ reserve or bond for
 the dispute.

 Events Affecting Guarantor. Any of the preceding events occurs with respect to
 any Guarantor of any of the indebtedness or any Guarantor dies or becomes
 incompetent, or revokes or disputes the validity of, or liability under, any
 guaranty of the indebtedness evidenced by this Note. In the event of a death,
 Lender, at its option, may, but shall not be required to, permit the
 Guarantor's estate to assume unconditionally the obligations arising under the
 guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event
 of Default.

 Adverse Change. A material adverse change occurs in Borrower's financial
 condition, or Lender believes the prospect of payment or performance of this
 Note is impaired.

 Insecurity. Lender in good faith believes itself insecure.

 Cure Provisions. If any default, other than a default in payment is curable, it
 may be cured (and no event of default will have occurred) if Borrower, after
 receiving written notice from Lender demanding cure of such default: 11) cures
 the default within twenty (20) days; or 12) if the cure requires more than
 twenty (20) days, immediately initiates steps which Lender deems in Lender's
 sole discretion to be sufficient to cure the default and thereafter continues
 and completes all reasonable and necessary steps sufficient to produce
 compliance as soon as reasonably practical.

 LENDER'S RIGHTS. Upon default, Lender may declare the entire indebtedness,
 including the unpaid principal balance on this Note, all accrued unpaid
 interest, and all other amounts, costs and expenses for which Borrower is
 responsible under this Note or any other agreement with Lender pertaining to
 this loan, immediately due, without notice, and then Borrower will pay that
 amount.

 ATTORNEYS' FEES; EXPENSES. Lender may hire an attorney to help collect this
 Note if Borrower does not pay, and Borrower will pay Lender's reasonable
 attorneys' fees. Borrower also will pay Lender all other amounts Lender
 actually incurs as court costs, lawful fees for filing, recording, releasing to
 any public office any instrument securing this Note: the reasonable cost
 actually expended for repossessing, storing, preparing for sale, and selling
 any security; and fees for noting a lien on or transferring a certificate of
 title to any motor vehicle or aircraft offered as security for this Note, or
 premiums or identifiable charges received in connection with the sale of
 authorized insurance.

 JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in
 any action, proceeding, or counterclaim brought by either Lender or Borrower
 against the other.

 GOVERNING LAW. This Note will be governed by, construed and enforced in
 accordance with federal low and the laws of the State of Texas. This Note has
 been accepted by Lender in the State of Texas.

 RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
 right of setoff in all Borrower's accounts with Lender (whether checking,
 savings, or some other account). This includes all accounts Borrower holds
 jointly with someone else and all accounts Borrower may open in the future.
 However, this does not include any IRA or Keogh accounts, or any trust accounts
 for which setoff would be prohibited by law. Borrower authorizes Lender, to the
 extent permitted by applicable law, to charge or setoff all sums owing on the
 indebtedness against any and all such accounts, and, at Lender's option, to
 administratively freeze all such accounts to allow Lender to protect Lender's
 charge and setoff rights provided in this paragraph.

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 COLLATERAL. Borrower acknowledges this Note is secured by A 1999 ROCKWELL
 INTERNATIONAL 6908, S.N# 11469, FAA# N13622, AS DESCRIBED IN THE SECURITY
 AGREEMENT DATED DECEMBER 31, 2002 FROM BORROWERS.

 ARBITRATION. Borrower and Lender agree that all disputes, claims end
 controversies between them whether individual, joint, or class in nature,
 arising from this Note or otherwise, including without limitation contract and
 tort disputes, shelf be arbitrated pursuant to the Rules of the American
 Arbitration Association in effect at the time the claim is filed upon request
 of either party. No act to take or dispose of any collateral securing this Note
 shall constitute a waiver of this arbitration agreement or be prohibited by
 this arbitration agreement. This includes, without limitation, obtaining
 injunctive relief or a temporary restraining order invoking a power of sale
 under any dead of trust or mortgage; obtaining a writ of attachment or
 imposition of a receiver; or exercising any rights relating to personal
 property, including taking or disposing of such property with or without
 judicial process pursuant to Article 9 of the Uniform Commercial Code. Any
 disputes, claims, or controversies concerning the lawfulness or reasonableness
 of any act, or exercise of any right, concerning any collateral securing this
 Note, including any Claim to rescind, reform, or otherwise modify any agreement
 relating to the collateral securing this Note, shall also be arbitrated,
 provoked however that no arbitrator shall have the right or the power to enjoin
 or restrain any act of any party. Judgment upon any award rendered by any
 arbitrator may be entered in any court having jurisdiction. Nothing in this
 Note shall preclude any party from asking equitable relief from a court of
 competent jurisdiction. The statute of limitations, estoppel, waiver. law, and
 similar doctrines which would otherwise be applicable in an action brought by a
 party shall be applicable in any arbitration proceeding, and the commencement
 of an arbitration proceeding shall be doomed the commencement of an action for
 these purposes. The Federal Arbitration Act shall apply to the construction,
 interpretation, and enforcement of this arbitration provision.

 REQUESTS FOR SPECIAL SERVICES. In general, there are no borrower-paid fees
 associated with the routine servicing of a loan or line of credit. Borrower,
 however, may occasionally find it necessary to request services for which there
 is a charge. The services that fall outside of routine servicing include,
 without limitation, providing the following documents upon request:
 amortization schedules, duplicate year-end statements, copies of loan documents
 or periodic statements, payment histories, and replacement coupon books.
 Borrower agrees to pay the fees imposed by Lender in connection with providing
 the requested services, as in effect from time to time. Borrower also agrees to
 pay facsimile or other fees imposed by Lender if these services are requested
 on an expedited basis. All such fees shall be fully earned and non-refundable,
 and shall be paid upon Lender's demand (provided, that Lender, in its
 discretion, may add the fees to the principal indebtedness due, and accrue
 interest thereon, and the same shall be due, if not sooner demanded by Lender,
 upon the maturity of the indebtedness without further demand). The fees shall
 not be deemed to be interest or charges for the use of money. It Borrower
 requests services or documents as part of Lender's procedures for resolving a
 billing error on a line of credit, Lender will not impose, or will reverse, the
 fee.

 SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and
 upon Borrower's heirs, personal representatives, successors and assigns, and
 shall inure to the benefit of Lender and its successors and assigns.

 GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will
 not affect the rest of the Note. Borrower does not agree or intend to pay, and
 Lender does not agree or intend to contract for, charge, collect, take, reserve
 or receive (collectively referred to herein as "charge or collect"), any amount
 in the nature of interest or in the nature of a fee for this loan, which would
 in any way or event (including demand, prepayment, or acceleration) cause
 Lender to charge or collect more for this loan than the maximum Lender would be
 permitted to charge or collect by federal law or the law of the State of Texas
 (as applicable). Any such excess interest or unauthorized fee shall, instead of
 anything stated to the contrary, be applied first to reduce the principal
 balance of this loan, and when the principal has been paid in full, be refunded
 to Borrower. The right to accelerate maturity of sums due under this Note does
 not include the right to accelerate any interest which has not otherwise

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 accrued on the date of such acceleration, and Lender does not intend to charge
 or collect any unearned interest in the event of acceleration. All sums paid or
 agreed to be paid to Lender for the use, forbearance or detention of sums due
 hereunder shall, to the extent permitted by applicable law, be amortized,
 prorated, allocated and spread throughout the full term of the loan evidenced
 by this Note until payment in full so that the rate or amount of interest on
 account of the loan evidenced hereby does not exceed the applicable usury
 coiling. Lender may delay or forgo enforcing any of its rights or remedies
 under this Note without losing them. Each Borrower understands and agrees that,
 with or without notice to Borrower, Lender may with respect to any other
 Borrower (a) make one or more additional secured or unsecured loans or
 otherwise extend additional credit; (b) alter, compromise, renew, extend,
 accelerate, or otherwise change one or more times the time for payment or other
 terms any indebtedness, including increases and decreases of the rate of
 interest on the indebtedness; (c) exchange, enforce, waive, subordinate, fail
 or decide not to perfect, and release any security, with or without the
 substitution of new collateral; (d) apply such security and direct the order or
 manner of sale thereof, including without limitation, any non-judicial sale
 permitted by the terms of the controlling security agreements, as Lender in its
 discretion may determine; (a) release, substitute, agree not to sue, or deal
 with any one or more of Borrower's sureties, endorsers, or other guarantors on
 any terms or in any manner Lender may choose: and (f) determine how, when and
 what application of payments and credits shall be made on any other
 indebtedness owing by such other Borrower. Borrower and any other person who
 signs, guarantees or endorses this Note, to the extent allowed by law, waive
 presentment, demand for payment, notice of dishonor, notice of intent to
 accelerate the maturity of this Note, and notice of acceleration of the
 maturity of this Note. Upon any change in the terms of this Note, and unless
 otherwise expressly stated in writing, no party who signs this Note, whether as
 maker, guarantor, accommodation maker or endorser, shall be released from
 liability. All such parties agree that Lender may renew or extend repeatedly
 and for any length of time) this loan or release any party or guarantor or
 collateral; or impair, fall to realize upon or perfect Lender's security
 interest in the collateral without the consent of or notice to anyone. All such
 parties also agree that Lender may modify this loan without the consent of or
 notice to anyone other than the party with whom the modification is made. The
 obligations under this Note are joint and several.

 PRIOR TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE
 PROVISIONS OF THIS NOTE. INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH
 BORROWER AGREES TO THE TERMS OF THE NOTE.

 BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

 BORROWER:

 ASA AIRCRAFT LLC


 ASA INTERNATIONAL LTD, Member of ASA AIRCRAFT LLC


 By: /s/  Terrence C. McCarthy, VP/Treas/Sec of ASA
  INTERNATIONAL LTD


 RSR AIRCRAFT LLC


By: /s/ Robert S. Russell, Member of RSR Aircraft LLC

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                               NOTICE TO COSIGNER


 You are being asked to guarantee this debt. Think carefully before you do. If
 the borrower doesn't pay the debt, you will have to. Be sure you can afford to
 pay if you have to, and that you want to accept this responsibility.

 You may have to pay up to the full amount of the debt if the borrower does not
 pay. You may also have to pay late fees or lawful collection costs, which
 increase this amount.

 The Lender can collect this debt from you without first trying to collect from
 the borrower. The Lender can use the same collection methods against you that
 can be used against the borrower, such as suing you, etc.

 If this debt is ever in default that fact may become a part of YOUR credit
record.

 This notice is not the contract that makes you Noble for the debt.



                          Regions Bank Promissory Note
                          ----------------------------

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