**Exhibit 4.21**

 

**AIRNET SYSTEMS, INC.**

**Business Purpose Promissory Note**

 

LoanNumber: **1000119774**

 
| Amount  **$5,000,000.00** | Date: July 12, 2004 |
|---------------------------|---------------------|

 

**ThisNote is executed together with the Loan and Security Agreement dated as of**July 12, 2004**  (the “Loan Agreement”) and is executed at**Columbus,Ohio.
| (City) | (State) |
|--------|---------|

 

Forvalue received, receipt of which is hereby acknowledged, the undersigned****(“Borrower”) promises to pay to the order of BANC ONELEASING CORPORATION (“Lender”) at its principal office or at such other placeas Lender may designate from time to time in lawful money of the United Statesof America, the principal sum of **Five Millionand 00/100ths Dollars ($5,000,000.00)**, or such lesser portionthereof as may have from time to time been disbursed to, or for the benefit ofBorrower, and as remains unpaid pursuant to the books or records of Lender,together with interest at the Interest Rate set forth below on the unpaidbalance of principal advanced from the date(s) of disbursement until paid infull as set forth below.  Principalsums(s) disbursed and repaid will not be available for redisbursement.  Interest shall be calculated on a 360 dayyear basis with each month consisting of 30 days.

 

Interest Rate: **Six and Fifty Hundredthspercent (6.50%) 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 @ $50,665.26**

**  1 Monthly Payment @ $2,550,665.26**

 

(c)  The first installment payment during the BaseTerm shall be paid **one month** afterthe Commencement Date and all subsequent installment payments shall be paid onthe 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**.

 

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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 under this Note is absolute andunconditional under any and all circumstances and shall not be affected by anycircumstances of any character including, without limitation, (a) any setoff,claim, counterclaim, defense or reduction which Borrower may have at any timeagainst Lender or any other party for any reason, or (b) any defect in thecondition, design or operation of, any lack of fitness for use of, any damageto or loss of, or any lack of maintenance or service for any of the Equipment(as defined in 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 BORROWERIRREVOCABLY CONSENT TO THE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURTIN OHIO, AND WAIVE ALL RIGHTS TO TRIAL BY JURY, IN ANY ACTION, PROCEEDING ORCOUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ON ANY MATTERWHATSOEVER ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY RELATED TO THISINSTRUMENT.**

 

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

 

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