**Exhibit 4.9**

 

**AIRNETSYSTEMS, INC.**

**BusinessPurpose Promissory Note**

 

Loan Number: **1000119649**

 
| Amount **$5,000,000.00** | Date: June 29, 2004 |
|--------------------------|---------------------|

 
| **This Note is executed together  with the Loan and Security Agreement dated as of June 29, 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.

 

InterestRate: **Six and Seventy Hundredths percent (6.70%) perannum**.

 

1. The term of this Note consists of the Interim Term plus the BaseTerm.  The Interim Term begins on theAcceptance Date and continues up to the Commencement Date of the Base Term.  The Acceptance Date is the date that Lenderaccepts this Note by initially disbursing principal hereunder.  If the Acceptance Date is on or after thefirst (1st) day of the month and up to the fifteenth (15th) day of the month,then the Commencement Date shall be the fifteenth (15th) day of such month; andif the Acceptance Date is on or after the sixteenth (16th) day of the month andup to the last day of the month, then the Commencement Date shall be 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 between principal, interest and fees, if any,in the discretion of Lender.  Except asprovided in the Prepayment and Substitution Addendum, Borrower may not prepaythe principal sum.  Borrower’s obligationto pay all installment payments and all other amounts payable

 

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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, defenseor reduction which Borrower may have at any time against Lender or any otherparty for any reason, or (b) any defect in the condition, design or operationof, any lack of fitness for use of, any damage to or loss of, or any lack ofmaintenance or service for any of the Equipment (as defined in the LoanAgreement).

 

6. This Note is entitled to the benefits, and is subject to the terms andrequirements of, the Loan Agreement executed by Borrower and Lender, which LoanAgreement, among other things, (a) provides for the making of the loanevidenced hereby, and (b) provides for events of default, acceleration andother remedies.  Borrower waivespresentment, demand, protest or notice of any kind in connection with thisNote.

 

7. **LENDER ANDBORROWER IRREVOCABLY CONSENT TO THE JURISDICTION AND VENUE OF ANY STATE ORFEDERAL COURT IN OHIO, AND WAIVE ALL RIGHTS TO TRIAL BY JURY, IN ANY ACTION,PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ON ANYMATTER WHATSOEVER ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY RELATED TOTHIS INSTRUMENT.**

 
| **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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