PROMISSORY
NOTE





March
      2, 2009
              UP
      TO $750,000


New York,
New York





FOR VALUE
RECEIVED, FIRSTFLIGHT, INC. (the “Company”), DOES
HEREBY PROMISE TO PAY ON February 27, 2011 (the “Maturity Date”), to
EUROAMERICAN INVESTMENT CORP., an New York corporation with a business address
of 110 East 59th Street,
New York, New York 10022 or its successors or assigns (each, a “Holder”) the
principal sum of up to SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000), together
with interest (computed on the basis of a 360-day year of twelve 30-day months)
accrued, from the date hereof through the Maturity Date, on the unpaid principal
amount hereof from time to time outstanding, at a rate per annum equal to twelve
(12%) percent, pursuant to the terms and conditions of this Promissory Note
(this “Note”).  Accrued
interest shall be payable monthly in arrears on the 27th day of
each month commencing March 27, 2009.  Payment of this Note is
guaranteed by Alvin Trenk and William Wachtel.





1. Prepayment.  The
Note may be prepaid, in whole or in part, at any time by the Company without
premium or penalty; provided, however, that if this
Note is prepaid, any such prepayment amount shall be applied first to all
accrued and unpaid interest and the remainder to the outstanding principal
amount of this Note.  Upon receipt of any prepayment of this Note, the
Holder shall record such payment on the last page of this Note.  From
and after the date of any prepayment, interest shall cease to accrue on the
portion of the principal amount of this Note so prepaid.





2. Funding, Use of
Proceeds.  Five Hundred Thousand ($500,000) Dollars of the loan
evidenced by this Note shall be funded on the date hereof and the balance of Two
Hundred Fifty Thousand ($250,000) Dollars shall be funded when required by the
Company to fund a Two Hundred Fifty Thousand ($250,000) Dollar loan to Airborne,
Inc.  in accordance with that certain Loan Agreement dated as of the
date hereof among the Company, Airborne, Inc., John Dow and Daphne
Dow.  Such additional advance shall be set forth on the last page of
this Note.  The Company shall use the proceeds of the loan evidenced
by this Note to make loans of up to $750,000 to Airborne, Inc. in accordance
with that certain Loan Agreement dated as of the date hereof among the Company,
Airborne, Inc., John Dow and Daphne Dow.





3. Acceleration.  If
any of the following conditions or events (“Events of Default”)
shall occur and be continuing:





a.           Failure To Make Payments
When Due.  Failure to pay any principal or interest on this
Note when the same becomes due and payable; or


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b.           Bankruptcy; Appointment of
Receiver, Etc. Any (i) insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization, adjustment, composition or other
similar case or proceeding, relative to the Company, (ii) liquidation,
dissolution or other winding up of the Company, whether voluntary or
involuntary, and whether or not involving insolvency or bankruptcy, or (iii) any
assignment for the benefit of creditors or any marshaling of assets and
liabilities of the Company.





THEN,
upon the occurrence of any Event of Default, the principal amount of this Note
together with the accrued and unpaid interest hereon shall automatically become
immediately due and payable, without presentment, demand, protest, notice of
acceleration, notice of intent to accelerate or other requirements of any kind,
all of which are hereby expressly waived by the Company.  The Company
shall pay all costs of collection, including, without limitation, legal expenses
and attorneys’ fees, paid or incurred by any Holder in collecting and enforcing
this Note after the occurrence of an Event of Default hereunder





4. Loss or Destruction of
Note.  Upon receipt of evidence reasonable satisfactory to the
Company (an affidavit of any Holder shall be satisfactory) of the ownership and
the loss, theft, destruction or mutilation of this Note, and (a) in the case of
any such loss, theft or destruction, upon receipt of indemnity reasonably
satisfactory to the Company (provided that if such Holder is a financial
institution or other institutional investor its own agreement shall be
satisfactory) or (b) in the case of any such mutilation, upon surrender of this
Note, the Company shall (at its expense) execute and deliver in lieu of such
Note, a Note of like kind representing the same rights represented by such lost,
stolen, destroyed or mutilated Note and dated as of the date to which interest
has been paid on the unpaid principal amount of the Note so lost, stolen,
destroyed or mutilated, or, if no interest has been paid thereon, then dated as
of the date of the Note so lost, stolen, destroyed or mutilated.





5. Payments. The Company
shall make all cash payments of principal, interest and all other amounts
payable on this Note in money of the United States that at the time of payment
is legal tender for payment of public and private debts.  The Company
shall make all cash payments of principal and interest on this Note by
immediately available funds.  All payments shall be applied, first, to
all accrued and unpaid interest hereon, and, second, to principal.





6. Notices.  All
notices referred to herein shall be in writing, shall be delivered personally,
by facsimile transmission, by overnight courier or by first class mail, postage
prepaid, and shall be deemed to have been given when received by the Company at
its principal executive offices and when received by the Holder at such holder’s
address as set forth herein (or to such other address as specified by prior
written notice to the Company).





7. Records.  The
Company shall maintain at its principal executive offices books for the
registration and the registration of transfer of this Note.  The
Company may deem and treat the Holder as the absolute owners hereof
(notwithstanding any notation of ownership or other writing thereon made by
anyone) for all purposes and shall not be affected by any notice to the
contrary.


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8. Waiver.  Any
term or condition of this Note may be waived at any time by the party that is
entitled to the benefit thereof, but no such waiver shall be effective unless
set forth in a written instrument duly executed by or on behalf of the party
waiving such term or condition.  No waiver by any party of any term or
condition of this Note, in any one or more instances, shall be deemed to be or
construed as a waiver of the same or any other term or condition of this Note on
any future occasion.  All remedies, either under this Note or by law
or otherwise afforded, will be cumulative and not alternative. The Company
hereby waives diligence, presentment, protest and demand and notice of protest
and demand, dishonor, nonpayment of this Note, and any statutory or other right
of redemption,  and expressly agrees that this Note, or any payment
hereunder, may be extended from time to time and that the Holder may accept
security for this Note or release security of this Note, all without in any way
affecting the liability of the Company hereunder.





9. Amendments. This Note
may be amended, supplemented or modified only by a written instrument duly
executed by or on behalf the Holder and the Company and with the consent of the
holders of a majority in principal amount of the Notes.





10.          Assignment. No
obligation hereunder may be assigned (by operation of law or otherwise) by the
Company or assumed by another individual or entity without the prior written
consent of the Holder and any attempt to do so will be void.  Subject
to the preceding sentence, this Note is binding upon, inures to the benefit of
and is enforceable by the Holder and the Company and their respective successors
and assigns.





11.          Governing
Law.  THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE
STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.





12.          Interest Limitations.
It is the intention of the Company and Holder to conform strictly to all
applicable usury laws now or hereafter in force, and any interest payable under
this Note shall be subject to reduction to the amount not in excess of the
maximum legal amount allowed under the applicable usury laws as now or hereafter
construed by the courts having jurisdiction over such matters.  The
aggregate of all interest (whether designated as interest, service charges,
points or otherwise) contracted for, chargeable, or receivable under this Note
shall under no circumstances exceed the maximum legal rate upon the unpaid
principal balance of this Note remaining unpaid from time to time.  If
such interest does exceed the maximum legal rate, it shall be deemed a mistake
and such excess shall be canceled automatically and, if theretofore paid,
rebated to the Company or credited on the principal amount of this Note, or if
this Note has been repaid, then such excess shall be rebated to the
Company.





[Signature
Page to Follow]


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IN
WITNESS WHEREOF, the Company has executed and delivered this Note as of the date
first above written.





FIRSTFLIGHT,
      INC.By:
              /s/
      Ronald J. RicciardiName:
      Ronald J. RicciardiTitle:
      Vice Chairman




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