Exhibit
10.3
  PROMISSORY
NOTE
  $1,586,667.66
              February
      29, 2008
  BUCKEYE
VENTURES, INC., a Nevada corporation (the “Company”), for value received, hereby
promises to pay Timothy E. Gallagher (the “Holder”) the principal amount of One
Million Five Hundred Eighty Six Thousand Six Hundred Sixty Seven and 66/100
Dollars ($1,586,667.66), together with accrued interest thereon at the rate of
(4.375%) per annum (computed on the basis of a 360-day year of 30 day months)
computed as provided in this Note (as defined below). This Promissory Note (this
“Note”) is being issued pursuant to that certain Agreement and Plan of Merger
dated as of February 29, 2008 by and among the Company, GHA Acquisition Corp.,
Gallagher’s Heating & Air Conditioning, Inc., a California corporation (the
“Operating Company”), and the Holder (the “Merger Agreement”) and is subject to
the terms and conditions set forth therein. Capitalized terms used and not
otherwise defined in this Note shall have the meanings ascribed to such terms in
the Merger Agreement.
  The
Company shall make (i) sixteen monthly principal and interest payments in the
aggregate amount equal to One Hundred Thousand Dollars ($100,000) commencing on
January 29, 2009 and continuing on the same day of each month thereafter through
and including April 29, 2010, and (ii) one final payment equal to the unpaid
principal balance and any accrued interest on May 29, 2010; provided, however,
the Borrower may elect, in its sole discretion, to defer the payment of up to
one of the first eight regularly scheduled payments described in clause (i)
above and up to one of last eight regularly scheduled payments described in
clause (i) above (each a “Deferred Payment”) in which case, if deferred, the
first Deferred Payment shall be rescheduled so as to be payable on May 29, 2010
and automatically extend the due date of the final scheduled monthly installment
described in clause (ii) to June 29, 2010 and, if a second payment is so
deferred as permitted, the second Deferred Payment shall be rescheduled so as to
be payable on June 29, 2010 and automatically extend the due date of the final
scheduled monthly installment described in clause (ii) to July 29, 2010. No
Deferred Payment shall result in any change in the principal or interest to be
paid under this Note and the amortization of this Note shall continue to be
based upon the schedule set forth on Exhibit A attached hereto as if such
payment were not deferred. Notwithstanding the foregoing, the initial payments
required to be paid under this Note shall be offset by and reduced by the
Additional Note Adjustment Amount as determined and finally adjusted pursuant to
Schedule 2.4 to the Merger Agreement, with the Additional Note Adjustment Amount
to be applied to reduce the next scheduled installment(s) under this
Note.
  The
Company shall have the right to prepay this Note in whole or in part without
penalty at any time and from time to time with or without prior notice. Upon any
prepayment of this Note the prepayment shall be applied to reduce the next
regularly scheduled installment(s) and the portions of each future regularly
scheduled payment applied to principal and interest (and Exhibit A) shall be
adjusted accordingly. Except as expressly provided in this Note, payments of
principal and interest on this Note shall be made in lawful money of the United
States of America paid by check to the Holder delivered to the Holder at its
address identified in the Merger Agreement, or such other location as the holder
of this Note shall have designated by written notice to the Company ; provided,
however, that at the election of the Company, all or any part of the principal
and interest due hereunder may be paid by wire transfer to an account designated
by the Holder.
  1
 If any
payment hereunder becomes due and payable on a Saturday, Sunday, or legal
holiday under the laws of the State of California, the due date thereof shall be
extended to the next succeeding business day, and no additional interest shall
be payable thereon during such extension.
  In no
contingency or event whatsoever shall interest charged hereunder, however such
interest may be characterized or computed, exceed the highest rate permissible
under any law which a court of competent jurisdiction shall, in a final
determination, deem applicable hereto. In the event that such a court determines
that the Holder has received interest hereunder in excess of the highest rate
applicable hereto, the Holder shall promptly apply to such excess amount to the
unpaid principal balance or, to the extent no such balance exists, refund such
excess interest to the Company.
  To the
extent applicable, the Company may withhold any present or future income, stamp
or other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereafter imposed, levied, collected, withheld or assessed
by any governmental authority from any amounts payable to the Holder hereunder
and the Company shall send to the Holder notice showing payment thereof. The
Company will not be responsible for any income tax of the Holder with respect to
this Note.
  If any of
the following conditions or events (each an “Event of Default” and collectively,
the “Events of Default”) shall occur and be continuing:
  (a) if
the Company shall default in the payment of any principal or interest on this
Note when the same becomes due and payable, whether at maturity or otherwise,
and such payment shall not have been made within twenty-five (25) days after
written notice of default shall have been received by the Company from the
Holder; or
  (b) if
the Company shall make an assignment for the benefit of creditors, or shall
admit in writing its inability to pay its debts as they become due, or shall
file a voluntary petition in bankruptcy, or shall be adjudicated as bankrupt or
insolvent, or shall file any petition or answer seeking for itself any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any present or future statute, law or regulation, or
shall file any answer admitting or not contesting the material allegations of a
petition filed against the Company in any such proceeding, or shall seek or
consent to or acquiesce in the appointment of any custodian, trustee, receiver
or liquidator of the Company or of all or any substantial part of the properties
of the Company, or if the Company or its directors or majority stockholders (or
such greater number as may be required to effect such action) shall take any
action looking to the dissolution or liquidation of the Company; or
  (c) if,
within sixty (60) days after the commencement of an involuntary bankruptcy
proceeding or other action against the Company seeking any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under any present or future statute, law or regulation, such action shall
not have been dismissed or all orders or proceedings thereunder affecting the
operations or the business of the Company stayed, or if the stay of any such
order or proceeding shall thereafter be set aside, or if, within sixty (60) days
after the appointment without the consent or acquiescence of the Company of any
custodian, trustee, receiver or liquidator of the Company or of all or any
substantial part of the properties of the Company, such appointments shall not
have been vacated;
  2
  then the
Holder hereof may at any time (unless all Events of Default shall theretofore
have been remedied or cured) at its option, by written notice to the Company,
declare this Note to be due and payable, whereupon this Note shall forthwith
mature and become due and payable, together with interest accrued and unpaid
hereon, without presentment, demand, protest or notice, all of which are hereby
waived.
  This
Note is a nonrecourse note and is secured solely by security interests and liens
in the shares of stock and assets of the Operating Company granted in the
Security Documents. The Company shall be liable upon the indebtedness evidenced
by this Note, for all sums to accrue or to become payable hereon and for
performance of any covenants contained in this Note or in the Security Documents
to the extent, but only to the extent, of the security granted to the Holder
pursuant to the Security Documents. No attachment, execution or other writ or
process shall be sought, issued or levied against the Company or upon any
assets, properties or funds of the Company other than the properties and assets
pledged pursuant to the Security Documents. In the event of any enforcement or
foreclosure of such security interests, no judgment of any deficiency upon such
indebtedness, sums and amounts shall be sought or obtained by the Holder against
the Company.
  Notwithstanding
anything to the contrary contained in this Note, in the event that the Company,
GHA Acquisition Corp. or the Operating Company (each, an “Indemnified Party”) is
(or, pending resolution of a disputed claim, may be) entitled to receive any
amounts from the Stockholder (an “Indemnifying Party”) under the Merger
Agreement or under any of the other documents executed or to be executed in
connection with the Merger Agreement, including without limitation any amounts
owed under Schedule 2.4 or under the indemnification provisions of Article 11 of
the Merger Agreement, the Company may take any one or more of the following
actions (and such actions shall not result in an Event of Default under this
Agreement):
  (i)
offset and deduct from any amounts to be paid to the Holder of this Note any
amounts owed by any Indemnifying Party to any Indemnified Party under the Merger
Agreement or any other agreement or document executed in connection with the
Merger Agreement; or
  (ii)
pending resolution of any claim, withhold from the amounts to be paid to the
Holder of this Note any amounts which may be owed by any Indemnifying Party to
any Indemnified Party under the Merger Agreement or any other agreement or
document executed in connection with the Merger Agreement;
  In either
case, neither such amount nor any interest on such amount shall be required to
be paid by the Company to Holder, provided, however, that if within thirty (30)
days the Holder notifies the Company that it disputes the amounts so offset,
deducted or withheld, then if and to the extent the Holder prevails with respect
to such dispute amounted the Holder shall be entitled to any interest required
to be paid pursuant to this Note with respect to the disputed amount and not
paid as a result of the operation of this sentence.
  THIS NOTE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT
THE CONFLICTS OF LAW PROVISIONS) OF THE STATE OF CALIFORNIA.
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  All
notices delivered pursuant to the terms hereof shall be deemed to have been duly
given when given in accordance with the terms of the Merger
Agreement.
  Whenever
in this Note reference is made to the Company or the Holder, such reference
shall be deemed to include their respective heirs, legal representatives,
successors and assigns; provided, however, that the Holder may not transfer this
Note or any portion of this Note or any of its rights under this Note or any
portion hereof, without the consent of the Company.
  IN WITNESS WHEREOF, the undersigned has caused
this Note to be executed by its duly authorized officer on the date first above
written.
   BUCKEYE
      VENTURES, INC.By:
              /s/
      Alan J. MintzAlan
      J. MintzPresident
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