**Exhibit 4.17**

 

**AIRNET SYSTEMS, INC.**

**Business Purpose Promissory Note**

 

Loan Number: **1000119771**

 

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

 

**ThisNote is executed together with the Loan and Security Agreement dated as of July12, 2004  (the “Loan Agreement”) and isexecuted 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 Hundredths percent (6.50%) per annum**.

 

1.  Theterm of this Note consists of the Interim Term plus the Base Term.  The Interim Term begins on the AcceptanceDate 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 @ $50,665.26**  |
|---------------------------------------|
| **1 Monthly Payment @ $2,550,665.26** |

 

(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, ifany, in the discretion of Lender.  Exceptas provided in the Prepayment and Substitution Addendum, Borrower may notprepay the principal sum.  Borrower’sobligation to pay all installment payments and all other amounts payable

 

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under this Note is absolute and unconditionalunder any and all circumstances and shall not be affected by any circumstancesof any character including, without limitation, (a) any setoff, claim, counterclaim, defense or reduction which Borrowermay have at any time against Lender or any other party for any reason, or (b)any defect in the condition, design or operation of, any lack of fitness foruse of, any damage to or loss of, or any lack of maintenance or service for anyof the Equipment (as defined in the Loan Agreement).

 

6.  ThisNote is entitled to the benefits, and is subject to the terms and requirementsof, the Loan Agreement executed by Borrower and Lender, which Loan Agreement,among other things, (a) provides for the making of the loan evidenced hereby,and (b) provides for events of default, acceleration and other remedies.  Borrower waives presentment, demand, protestor notice of any kind in connection with this Note.

 

7.**LENDER AND BORROWER IRREVOCABLY CONSENT TO THEJURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT IN OHIO, AND WAIVE ALLRIGHTS TO TRIAL BY JURY, IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BYANY PARTY AGAINST ANY OTHER PARTY ON ANY MATTER WHATSOEVER ARISING OUT OF, INCONNECTION WITH OR IN ANY WAY RELATED TO THIS 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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