**PROMISSORY
      NOTE**





September
      30, 2006





FOR
      VALUE
      RECEIVED, the undersigned American Trailer & Storage (hereinafter referred
      to as "Maker"), promises to pay to the order of Richard G. Honan ("Lender")
      at
      such other place or places as may be hereafter designated from time to time
      by
      the holder hereof, the principal sum of Two Hundred Fourteen Thousand Four
      Hundred Twenty and 18/100 ($214,420.18), together with interest, from the
      Effective Date on the whole of said principal sum that remains outstanding
      and
      unpaid on the actual number of days principal is outstanding at the rate of
      fifteen and one-half percent (15.50%) per annum prior to an Event of Default,
      and at the Default Rate after any Event of Default.





Monthly
      interest payments of $2,769.59 shall be due and payable no later than the
      18 th day of
      each month for eighteen (18 months) with the first payment due on October 18,
      2006. The principal sum is due in full no later than April 30,
      2008.





All
      documents and instruments now or hereafter evidencing the indebtedness evidenced
      hereby or any part thereof, including but not limited to this Note, are
      sometimes collectively referred to herein as the "Loan Documents."





Maker
      and
      Lender agree that this Promissory Note replaces and supersedes previous
      Promissory Notes between Maker and Lender and that any such previous Notes
      are
      hereby declared paid in full.





Upon
      the
      occurrence of any Event of Default by Maker hereunder, the interest rate charged
      hereunder shall automatically increase five percent (5%) per annum (the "Default
      Rate"), without notice to Maker or any other person. Collection of additional
      interest as a result of any increase of the interest rate charged hereunder
      to
      the Default Rate is for the purpose of reasonably compensating Lender for
      additional costs and expenses, all of which are difficult to establish
      precisely. Lender and Maker agree that Lender's collection of any such
      additional interest is not a fine or penalty but is reasonable compensation
      to
      Lender for increased costs and expenses that Lender will incur as in the event
      of default hereunder. If any interest, costs, expenses, charges, disbursements
      and fees due hereunder or under any other Loan Document are not paid when due,
      all such sums shall become principal and shall bear interest at the Default
      Rate. Collection of interest at the Default Rate shall not limit or impair
      any
      rights and remedies of Lender hereunder or under the Loan
      Documents.





This
      Note
      may be prepaid in whole or in part at any time without premium or
      penalty.








All
      agreements in this Note and all other Loan Documents are expressly limited
      so
      that in no contingency or event whatsoever, whether by reason or acceleration
      of
      maturity of the indebtedness evidenced hereby or otherwise, shall the amount
      agree to be paid hereunder for the use, forbearance or detention of money exceed
      the highest lawful rate permitted under applicable usury laws. If, from any
      circumstance whatsoever, fulfillment of any provision of this Note or any other
      Loan Document at the time performance of such provision shall be due, shall
      involve exceeding any usury limit prescribed by law which a court of competent
      jurisdiction may deem applicable hereto, then ipso
      facto ,
      the
      obligations to be fulfilled shall be reduced to allow compliance with such
      limit, and if, from any circumstance whatsoever, Lender shall ever receive
      as
      interest an amount which would exceed the highest lawful rate, the receipt
      of
      such excess shall be deemed a mistake and shall be canceled automatically or,
      if
      theretofore paid, such excess shall be credited against the principal amount
      of
      the indebtedness evidenced hereby to which the same may lawfully be credited,
      and any portion of such excess not capable of being so credited shall be
      refunded immediately to Maker. Maker affirms that the indebtedness evidenced
      hereby is being incurred, and that the proceeds thereof shall be used, solely
      for business purposes.





Maker
      and
      any endorsers, guarantors, sureties and all other persons liable for the payment
      of any sum or sums due or to become due under the terms of this Note severally
      waive demand, presentment, demand for payment, protest, notices of protest,
      nonpayment and dishonor, and all other notices except as specifically provided
      herein, and consent that the time of payment of this Note may be extended,
      renewed, or modified from time to time, without notice to them or their
      consent.





Maker
      and
      all other persons liable for the payment of any sum or sums due or to become
      due
      under the terms of this Note or any other Loan Document shall pay to Lender
      all
      costs, expenses, charges, disbursements and attorneys' fees incurred by Lender
      in connection with the collecting, enforcing or protecting this Note or any
      other Loan Document, whether incurred in or out of court, including probate
      proceedings, appeals and bankruptcy proceedings.





To
      the
      extent that the payment or payments to Lender in reduction of the indebtedness
      evidenced hereby are subsequently invalidated, declared to be fraudulent or
      preferential, set aside and/or required to be repaid to a trustee, to Maker
      as a
      debtor in possession, or to a receiver or any other party under any bankruptcy
      law, state or federal law, common law or equitable cause, then the portion
      of
      the indebtedness evidenced hereby intended to have been satisfied by such
      payment or proceeds shall be revived and shall continue in full force and effect
      as if such payment or proceeds had never been received by Lender.





If
      this
      Note is signed by more than one Maker, each obligation herein contained shall
      be
      the joint and several obligation of each of the Makers. Any reference to a
      particular gender shall include all genders. Singular references shall include
      the plural and vice versa.








All
      payments from Maker to Lender shall be applied, in such order and manner as
      Lender elects in its sole discretion, in reduction of costs, expenses, charges,
      disbursements and fees payable by Maker hereunder or under any other Loan
      Document in reduction of interest due on unpaid principal or in reduction of
      principal. Lender may, without notice to Maker or any other person, accept
      one
      or more partial payments of any sums due or past due hereunder from time to
      time
      while an uncured Event of Default exists hereunder, after Lender accelerates
      the
      indebtedness evidenced hereby and/or after Lender commences enforcement of
      its
      remedies under the Loan Documents, without thereby waiving any Event of Default,
      rescinding any acceleration or waiving, delaying or forbearing in the pursuit
      of
      any remedies under the Loan Documents. Lender may endorse and deposit any check
      or other instrument tendered in connection with such a partial payment without
      thereby giving effect to or being bound by any language purporting to make
      acceptance of such instrument an accord and satisfaction of the indebtedness
      evidenced hereby.





Maker
      acknowledges and agrees that time is of the essence hereof.





Each
      of
      the following events or occurrences shall constitute an "Event of Default"
      hereunder: (a) if default is made in the payment of any monetary amount payable
      hereunder, under the terms of any Loan Document, or under the terms of any
      other
      obligation of Maker to Lender, when the same is due; (b) if default is made
      in
      the performance of any other promise or obligation described herein, in any
      Loan
      Document, or in any other document evidencing or securing any indebtedness
      of
      any Maker to Lender.





Upon
      the
      occurrence of any Event of Default, or at any time thereafter when any Event
      of
      Default may continue, Lender may, at its option and in its sole discretion,
      declare the entire balance of this Note, all accrued interest, costs, expenses,
      charges, disbursements and fees payable by Maker hereunder or under any other
      Loan Document and any other indebtedness evidenced hereby to be immediately
      due
      and payable, and upon such declaration of sums outstanding and unpaid under
      this
      Note and all other Loan Documents shall become and be in default, matured and
      immediately due and payable, without presentment, demand, protest or notice
      of
      any kind to Maker or any other person, all of which are hereby expressly waived,
      anything in this Note or any other Loan Document to the contrary
      notwithstanding.





This
      Note
      has been delivered to Lender and accepted by Lender in the State of Missouri,
      and shall be governed and construed generally according to the laws of said
      State, except to the extent that creation, validity, perfection or enforcement
      of any liens or security interests securing this Note are governed by the laws
      of another jurisdiction. Venue of any action brought pursuant to this Note
      or
      any other Loan Document, or relating to the indebtedness evidenced hereby or
      the
      relationships created by or under the Loan Documents shall, at the election
      of
      lender, be in (and if any such action is originally brought in another venue,
      such action shall, at the election of lender, be transferred to) a State or
      Federal court of appropriate jurisdiction located in or having jurisdiction
      over
      Jackson County, Missouri. Maker and Lender each waives any objection to the
      jurisdiction of or venue in any such court and to the service of process issued
      by such court and agrees that each may be served by any method of process
      described in the Missouri or Federal Rules of Civil Procedure. Maker and Lender
      each waives any right to claim that any such court is an inconvenient forum
      or
      any similar defense.








If,
      in
      any jurisdiction, any provision of this Note shall, for any reason, be held
      to
      be invalid, illegal, or unenforceable in any respect, such holding shall not
      affect any other provisions of this Note, and this Note shall be construed,
      to
      the extent of such invalidity, illegality or unenforceability (and only to
      such
      extent) as if any such provision had never been contained herein. Any such
      holding of invalidity, illegality or unenforceability in one jurisdiction shall
      not prevent valid enforcement of any affected provision if allowed under the
      laws of another relevant jurisdiction.





As
      used
      in this Note, the term "person" shall include, but is not limited to, natural
      persons, corporations, partnerships, trusts, joint ventures and other legal
      entities, and all combinations of the foregoing natural persons or entities,
      and
      the term "obligation" shall include any requirement to pay any indebtedness
      and/or perform any promise, term, provision, covenant or agreement included
      or
      provided for in this Note or any other Loan Document.





Lender
      and maker hereby agree to trial by court and irrevocably waive jury trial in
      any
      action or proceeding (including but not limited to any counterclaim) arising
      out
      of or in any way related to or connected with this note or any other loan
      document, the relationship created thereby, or the origination, administration
      or enforcement of the indebtedness evidenced and/or secured by this note or
      any
      other loan document.





THE
      LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT
      BE
      CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
      OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
      PARTIES.





Executed
      by the undersigned Maker and Lender as of the year and day first above
      written.








Maker:


AMERICAN
      TRAILER & STORAGE, INC.








By:  _________ //s// _______________________





Name:  ____ Richard
      G. Honan, II _____________





Title:  ____ President ______________________











Lender:


RICHARD
      G. HONAN





//s// __________________________


Signature