LINE
OF CREDIT NOTE




ON
DEMAND




*
* * * * * * * * *




(Variable
Rate)












NAME:
                                                      AIRBORNE,
      INC.
                                                      
                                                      NOTE DATE:
                                                      March 2,
      2009ADDRESS:
                                                      236 Sing Sing Road,
      Horseheads, NY 14845
                                                      
                                                      NOTE
      MATURITY:
                                                      ON
      DEMANDNAME:
                                                      FIRSTFLIGHT,
      INC.
                                                      
                                                      NOTE
      NUMBER:ADDRESS:
                                                      100 1stCenter, Horseheads, NY 14845
                                                      
                                                      ACCOUNT
      NUMBER:
    $1,000,000.00




FOR VALUE RECEIVED, the undersigned,
AIRBORNE, INC., an
entity organized and existing under the laws of the State of New York with an
office at 236 Sing Sing Road, Horseheads, New York 14845 and FIRSTFLIGHT, INC., an entity
organized and existing under the laws of the State of Nevada with an office at
100 1st Center,
Horseheads, New York 14845 (hereinafter jointly and severally and collectively
and individually called “Borrower”), jointly and severally promises to pay On Demand, but if not
demanded, Borrower shall pay pursuant to the repayment terms set forth below, to
the order of FIVE STAR
BANK, a New York State bank (hereinafter called “Bank”) with its
principal office at 55 North Main Street, Warsaw, New York 14569, or at such
other place as may be designated in writing by the holder of this Note the sum
of One Million and 00/100 Dollars ($1,000,000.00) in lawful money of the United
States, or so much as may be advanced, referred to as “principal sum”, with
interest hereon to be computed from the date hereof as follows:




This Note
is payable on Demand.  Commencing on the date of closing and
continuing until the date that the indebtedness under this Note is paid in full,
interest shall accrue on the Note at a variable rate equal to The Wall Street
Journal Prime Rate in effect from time to time plus 200 basis points
(2.00%), adjusted simultaneously thereafter upon any changes in The Wall Street
Journal Prime Rate (“Variable Rate”).




The Wall Street
Journal Prime Rate shall be defined as the Prime Rate published in The Wall Street
Journal from time to time.  If The Wall Street
Journal Prime Rate is no longer available, the Bank will choose a new
index that is based upon comparable information.  The Bank will give
notice to Borrower of same.




Payment
Terms.




Commencing
on April 1, 2009 and on the first day of each month thereafter through and
including the date that the indebtedness under this Note is paid in full, the
Borrower shall make payments of interest only at the Variable Rate based on the
unpaid balance of this Note.  The entire indebtedness evidenced under
this Note is and shall be payable On Demand.




2


The
annual interest rate for this Note shall be 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.  Borrower will pay Bank
at Bank’s address shown above or at such other place as Bank may designate in
writing.




Application of
Payment.  All payments of principal and accrued interest shall
be applied to the indebtedness under this Note in a manner and order acceptable
to the Bank, in its sole discretion.




After
Acceleration or Maturity (whichever is earlier), interest shall accrue on the
unpaid principal balance of this Note at a rate 3% per annum greater than the
pre-Acceleration or pre-Maturity interest rate, until this Note is paid in
full.  In no event however, shall the interest rate on this Note
exceed the maximum rate allowed by law.




In the
event any payment due hereunder shall remain unpaid for more than five (5) days, the holder
hereof may collect a late
charge in the greater of four percent (4%) of said payment, or $50.00 to
cover its extra handling expenses.




Any
payment made with a check which is dishonored shall be subject to a dishonored
check charge in the amount required by the Bank.  The Bank may require
this to be paid immediately or it may be added to the balance of the loan or
withdrawn from the account.




Purpose.The loan
proceeds will be used for the following purpose(s): Refinance Note
#7002020056




Covenants.




1.
            Loans
      made pursuant to this Note are conditioned upon the prior approval of Bank
      in its sole and absolute discretion.  Requests for Bank approval
      of a loan may be instituted at any time prior to the date that Bank or
      Borrower terminates this Note, or prior to the time at which Bank demands
      payment of the Consolidated Loan (defined below), whichever date is
      earlier.  A loan request by Borrower which Bank approves, is
      referred to below as an “Approved Request”.  The fact that a
      particular loan request is not approved by Bank, shall have no affect on
      (a) this Note, (b) the right of Borrower to make subsequent loan requests,
      or (c) the obligations of Borrower under this Note including but not
      limited to the obligations to pay the Consolidated Loan in full On
      Demand.




2.
            Bank
      shall process an Approved Request by debiting Borrower’s revolving loan
      account for the amount of the Approved Request and, unless otherwise
      agreed by Bank and Borrower, by crediting Borrower’s checking account
      identified above with Bank with the amount of the Approved
      Request.  The loan shall be deemed made immediately upon the
      crediting of the amount of the Approved Request to Borrower’s checking
      account with Bank or otherwise making the amount of the Approved Request
      available to Borrower.  Each Approved Request, together with the
      unpaid principal balance of previous loans made under this Note, shall be
      deemed automatically refinanced and consolidated into one (1) loan,
      hereafter called the “Consolidated
Loan”.




3.
            Loan
      requests may be issued by Borrower in writing, in person over the
      telephone and via fax and via e-mail by an Authorized Person designated
      below.  Borrower may, from time to time, add to or delete from
      the list of Authorized Persons by giving Bank written notice of such
      changes.  Notice of any additions or deletions shall be sent to
      Bank at 55 North Main Street, Warsaw, New York 14569, to the attention of
      Commercial Loan Department.




4.
            Bank
      is authorized to act on telephone, written, fax or e-mail loan requests
      and prepayment instructions of any person identifying himself as an
      Authorized Person, and Borrower will be bound by such
      instructions.  Borrower hereby indemnifies and holds Bank
      harmless from any liability (including reasonable attorneys’ fees) which
      may arise as a result of Bank’s good faith reliance on telephone loan
      requests and or payment or prepayment instructions from any person
      identifying himself as an Authorized
Person.




3


5.
            Bank
      may terminate its obligations under this Note at any time upon telephonic,
      facsimile or written notice to Borrower at Borrower’s address specified
      above.  Borrower may terminate its right under this Note at any
      time upon written notice given to Bank at Bank’s address specified
      above.  The termination of this Note by either or both parties
      shall not effect Borrower’s obligations under this Note (including but not
      limited to Borrower’s obligations to pay accrued interest on the unpaid
      principal balance of the Consolidated Loan and the obligation to pay the
      Consolidated Loan on demand), nor Bank’s rights against Borrower under
      this Note until the Consolidated Loan (and all accrued interest due and to
      become due Bank thereon) is paid in
full.




6.
            Each
      of the persons whose name appears below, (followed by his or her
      signature) is an “Authorized Person”.  Any Authorized Person may
      make loan requests under this Note and give payment or prepayment
      instructions, as specified above.




Upon the
occurrence of any of the following, Borrower shall be in
default.  Upon the occurrence of a default, Bank may declare the
entire unpaid principal balance of this Note immediately due and payable
(“Acceleration”), without notice, presentment, demand or protest of any kind,
all of which are hereby waived by Borrower.




1.
            Borrower’s
      failure to make any payment to Bank under this Note when
    due.




2.
            Borrower’s
      failure (or the failure of any Borrower, if more than one Borrower signed
      this Note) or of any other person or entity liable to Bank for payment of
      the indebtedness evidenced by this Note (“Guarantor”), to perform or
      comply with any term or provisions or covenant under any other loan
      documents executed by Borrower or Guarantors in favor of
    Bank.




3.
            Falsity
      of any representation or warranty contained in any loan document executed
      by Borrower in favor of Bank.




4.
            Entry
      of a judgment and/or filing of a federal tax lien against any Borrower
      and/or against any Guarantor.




5.
            Commencement
      of a bankruptcy proceeding by or against any Borrower and/or by or against
      any Guarantor.




6.
            If
      Borrower is a corporation, the dissolution, merger, consolidation or
      failure to maintain itself as corporation in good
  standing.




7.
            Death
      of any individual Guarantor.




8.
            The
      making by any Borrower and/or by any Guarantor of a bulk sale or other
      disposition of substantially all of its
assets.




9.
            Insolvency
      (in the form of a negative net worth as defined under generally accepted
      accounting principles) of any Borrower and/or of any
      Guarantor.




10.
            A
      material adverse change or deterioration in the financial condition of the
      Borrower.




11.
            Bank
      receives notice from any Guarantor of the discontinuance of his liability
      to Bank.




12.
            Discontinuance
      of any Borrower’s business.




4


13.
            Repossession
      of or the appointment of a receiver or custodian for any property of any
      Borrower and/or of any Guarantor.




14.
            Failure
      of Borrower to comply with any financial covenant or supply accurate and
      timely financial information as required
herein.




15.
            Failure
      of Borrower to establish and maintain an operating account with Bank
      throughout Loan term.




16.
            Failure
      of Borrower to establish, maintain and  fully utilize a lockbox
      for all accounts receivable of Borrower and comply with all terms of the
      Lockbox Agreement.




In the
event this Note is referred to an attorney for collection, Borrower shall pay
all Bank’s costs of collection, including Bank’s reasonable attorneys’ fees,
incurred and to be incurred in connection with the enforcement and collection of
this Note, including, but not limited to, attorneys’ fees incurred and to be
incurred in any bankruptcy proceeding involving Borrower or any Guarantor, if
any, of this Note.




This Note
is governed by New York law.  BORROWER WAIVES THE RIGHT TO A JURY
TRIAL IN ANY LITIGATION OF ANY NATURE OR KIND IN WHICH BORROWER AND BANK ARE
BOTH PARTIES.  Any litigation involving this Note shall, at Bank’s
option, be triable only in a court located in Wyoming County, New
York.  Borrower acknowledges that it has transacted business in New
York State with regard to this Note.




The
failure of any person or entity to sign this Note shall not release, discharge
or affect the liability of any person or entity that signs this
Note.  This Note has been unconditionally delivered to Bank by each
person or entity that signs this Note.




Security and
Setoff.  As security for this Note, and any renewal or
extension hereof, and for all other obligations, direct or contingent, of
Borrower to Bank, now due or to become due whether now existing or hereafter
arising, (this Note and such other obligations being herein referred to as the
“Obligations”), Borrower gives Bank a security interest in all funds, deposits
and other property, and the proceeds thereof, now or hereafter in the possession
or control of Bank for the account of Borrower ( the
“Deposits”).  Bank may at its option and at any time(s), with or
without notice to Borrower, set off or realize upon any and all Deposits, and
apply them to the payment or reduction of all or any of the Obligations (whether
or not then due), in such manner as Bank may determine, in its sole
discretion.  Bank shall not be obligated to assert or enforce any
rights under this paragraph or to take any action in reference thereto, and Bank
may in its discretion at any time(s) relinquish its rights under this paragraph
as to a particular Deposit without thereby affecting or invalidating its rights
as to any other Deposit.  The Bank’s right of setoff applies to all
accounts and deposits held at the Bank or any other bank owned by Five Star Bank.




This Note
may not be modified or terminated orally.  Borrower acknowledges that
this Note has been executed for commercial and/or business
purposes.  If more than one Borrower has signed this Note, all
obligations of each Borrower under this Note are joint and
several.  Wherever used in this Note, neutral pronouns shall include
the masculine and feminine gender as appropriate in the context, and singular
terms (such as “Borrower”) shall be deemed in the plural where
appropriate.




Borrower
represents and warrants to Bank that no adverse change has occurred in either
(i) Borrower’s or Guarantor’s financial condition since the date of Borrower’s
loan application to Bank or (ii) the collateral being pledged to the Bank to
secure the Bank’s loan.  In addition, Borrower hereby agrees to fully,
unconditionally and expeditiously comply with any post closing issues or
requirements of the Bank, including, but not limited to furnishing additional
documents or executing additional or corrected documents in favor of the
Bank.




It is
hereby expressly agreed, that all of the covenants, conditions and agreements
contained in the Mortgage or Security Agreement securing this Note or other loan
documents, as applicable, are hereby made part of this Note.




5


Each of
the persons whose name and signature appears on the attached Addendum is an
“Authorized Person”.  Any Authorized Person may make loan requests
under this Note and give prepayment instructions, as specified
above.




Presentment
for payment, notice or dishonor, protest and notice of protest are hereby
waived.


Borrower Name:
                                                                    
                                                                    AIRBORNE, INC.Signature:
                                                                    
                                                                    /s/ John H. DowPrint Name
      and Title:
                                                                    
                                                                    John H. Dow, PresidentWitness:Borrower
      Name:
                                                                    
                                                                    FIRSTFLIGHT,
      INC.Signature:
                                                                    
                                                                    /s/ Ronald J. RicciardiPrint Name
      and Title:
                                                                    
                                                                    Ronald J. Ricciardi, PresidentWitness:


6




ADDENDUM
TO LINE OF CREDIT NOTE




IN
THE AMOUNT OF $1,000,000.00




DATED
MARCH 2, 2009









Each of
the persons whose name and signature appears on this Addendum is an “Authorized
Person”.  Any Authorized Person may make loan requests under this Note
and give payment instructions, as specified above.









Ronald J. Ricciardi
                                                          
                                                          
                                                          /s/ Ronald J. RicciardiName
      of Authorized Person
                                                          
                                                          
                                                          Signature
      of Authorized Person


Name
      of Authorized Person
                                                            
                                                            
                                                            Signature
      of Authorized Person
 Name
      of Authorized Person
                                                              
                                                              
                                                              Signature
      of Authorized Person
 Name
      of Authorized Person
                                                                
                                                                
                                                                Signature
      of Authorized Person