Exhibit 10.3
PROMISSORY NOTE
U.S. $1,875,000.00
Miami, Florida
As of December 31, 2008
AIR
TRANSPORT GROUP HOLDINGS, INC., a Nevada corporation (the "MAKER"),
for
value received,
hereby promises to pay to the order of
DANIEL J. PIERSON (the
"PAYEE"), at 14750 SW
152nd Court, Miami, Florida 33196 or at any other address
as the Payee shall
specify in writing,
the principal sum of
One Million Eight
Hundred Seventy-Five
Thousand Dollars and No/100 (U.S. $1,875,000.00) (the
"PRINCIPAL AMOUNT") which shall be payable as set forth below:
1.
PAYMENT TERMS.
The Principal Amount is payable in its entirety
on or
before March 31, 2009.
Payment of the Principal Amount shall be not be subject
to any right of set off by the Maker except for any damages (but
only following
a final determination
of damages by an appropriate court or as agreed to by the
Payee) incurred
by Maker as a result
of any breach of the
representations or
warranties of the Payee contained in that certain Stock
Purchase Agreement to
which this Promissory Note is attached ("STOCK PURCHASE
AGREEMENT").
2.
PREPAYMENT.
This Note may be pre-paid in whole or in part, without
premium or penalty, at any time.
3.
INTEREST. Interest shall not be charged or accrue on the unpaid
Principal Amount,
except that upon the
occurrence of an Event
of Default, as
defined below,
interest shall accrue
on the unpaid balance of this Note at the
highest lawful rate of interest but not in excess of twenty-five percent (25%)
per annum (the "DEFAULT RATE") until such Event of Default has been
cured.
4.
MAXIMUM INTEREST RATE. In the event that the interest provisions of
this
Note shall result at any time or for any reason in an effective
rate of interest
that exceeds the maximum interest rate permitted by applicable law (if any),
then without further agreement or notice the obligation to be
fulfilled shall be
automatically reduced to such limit and all sums received by the
Payee in excess
of those lawfully collectible as interest shall be applied against
the principal
of this Note immediately upon the Payee's receipt thereof,
with the same
force
and effect as though the Maker had specifically designated such
extra sums to be
so applied to principal and the Payee had agreed to accept such
extra payment(s)
as a premium-free prepayment or prepayments.
5.
EVENT OF DEFAULT.
The occurrence of any one or all of the
following
events shall constitute an "EVENT OF DEFAULT" under this Note:
(i)
The Maker's failure to pay i
