**Exhibit 4.13**

 

**AIRNET SYSTEMS, INC.**

**Business Purpose Promissory Note**

 

LoanNumber: **1000119650**

 

| Amount  **$5,000,000.00** | Date: June 30, 2004 |
|---------------------------|---------------------|

 

**ThisNote is executed together with the Loan and Security Agreement dated as of**June 30, 2004**  (the “Loan Agreement”) and is executed at**Columbus,Ohio.

| (City) | (State) |   |
|--------|---------|--------|

 

For value received, receiptof which is hereby acknowledged, the undersigned****(“Borrower”)promises to pay to the order of BANC ONE LEASING CORPORATION (“Lender”) at itsprincipal office or at such other place as Lender may designate from time totime in lawful money of the United States of America, the principal sum of **Five Million and 00/100ths Dollars ($5,000,000.00)**,or such lesser portion thereof as may have from time to time been disbursed to,or for the benefit of Borrower, and as remains unpaid pursuant to the books orrecords of Lender, together with interest at the Interest Rate set forth belowon the unpaid balance of principal advanced from the date(s) of disbursementuntil paid in full as set forth below. Principal sums(s) disbursed and repaid will not be available forredisbursement.  Interest shall becalculated on a 360 day year basis with each month consisting of 30 days.

 

Interest Rate: **Six and Seventy Hundredthspercent (6.70%) per annum**.

 

1.  The term of this Note consists of the InterimTerm plus the Base Term.  The InterimTerm begins on the Acceptance Date and continues up to the Commencement Date ofthe Base Term.  The Acceptance Date isthe date that Lender accepts this Note by initially disbursing principalhereunder.  If the Acceptance Date is onor after the first (1st) day of the month and up to the fifteenth (15th) day ofthe month, then the Commencement Date shall be the fifteenth (15th) day of suchmonth; and if the Acceptance Date is on or after the sixteenth (16th) day ofthe month and up to the last day of the month, then the Commencement Date shallbe first (1st) day of the month following the Acceptance Date.  The Base Term begins on the Commencement Dateand continues for the number of months after the Commencement Date as stated inSection 3 below.

 

2.  If the Acceptance Date is before theCommencement Date, then on the Commencement Date of the Base Term, Borrowershall pay one installment of interest only based upon the number of days in theInterim Term.

 

3.  During the Base Term, Borrower shall payinstallments of principal and interest in the amounts and on the dates statedbelow:

 

(a)  Base Term: **84 months**

 

(b)  Amount of each installment payment due duringthe Base Term (includes principal and interest):

 

| **83 Monthly Payments @ $51,324.29**  |
|---------------------------------------|
| **1 Monthly Payment @ $2,551,324.29** |

 

(c)  The first installment payment during the BaseTerm shall be paid **one month**after the Commencement Date and all subsequent installment payments shall bepaid on the same day of **each month**thereafter until paid in full.

 

4.  On or before the date of this Note, Borrowershall pay a set-up/filing fee in the amount of **$0.00**.

 

5.  Payments shall be allocated betweenprincipal, interest and fees, if any, in the discretion of Lender.  Except as provided in the Prepayment andSubstitution Addendum, Borrower may not prepay the principal sum.  Borrower’s obligation to pay all installmentpayments and all other amounts payable

 

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under this Note isabsolute and unconditional under any and all circumstances and shall not beaffected by any circumstances of any character including, withoutlimitation,  (a) any setoff, claim,counterclaim, defense or reduction which Borrower may have at any time againstLender or any other party for any reason, or (b) any defect in the condition,design or operation of, any lack of fitness for use of, any damage to or lossof, or any lack of maintenance or service for any of the Equipment (as definedin the Loan Agreement).

 

6.  This Note is entitled to the benefits, and issubject to the terms and requirements of, the Loan Agreement executed byBorrower and Lender, which Loan Agreement, among other things, (a) provides forthe making of the loan evidenced hereby, and (b) provides for events ofdefault, acceleration and other remedies. Borrower waives presentment, demand, protest or notice of any kind inconnection with this Note.

 

7.**LENDER AND BORROWER IRREVOCABLY CONSENT TO THE JURISDICTIONAND VENUE OF ANY STATE OR FEDERAL COURT IN OHIO, AND WAIVE ALL RIGHTS TO TRIALBY JURY, IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINSTANY OTHER PARTY ON ANY MATTER WHATSOEVER ARISING OUT OF, IN CONNECTION WITH ORIN ANY WAY RELATED TO THIS INSTRUMENT.**

 
| **JETRIDE, INC.**      |                                     | /s/  John Gordon |   |
|------------------------|------------------------------------------|------------------|--------|
| (“Borrower”) | Witness  as to Borrower’s signature |
|                   |                                     |
| By:                    | /s/  Gary W. Qualmann                    |             |   |
|                   |                                     |
| Title:                 | CFO                                      |             |   |
|                        |                                          |                  |        |  |  |  |  |

 

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