Promissory Note

FOR VALUE RECEIVED , DPMG, INC. , ("Maker"), promises to pay to the order of Key Equipment Finance Inc. , ("Holder"), the sum of $3,900,000.00 in lawful money of the United States of America (the "Principal"), with interest thereon as hereafter provided ("Interest"), to be paid in the manner set forth herein.  This Note is executed pursuant to and is secured by, the Collateral pledged under that certain aircraft security agreement (the "Aircraft Security Agreement") dated as of January 11, 2007 between Maker as grantor and Holder as secured party. Capitalized terms used herein without definition shall have the meaning given them in the Aircraft Security Agreement.

1.             Interest Rate; Closing Rate Adjustment; Place of Payment .  (a) Interest on the balance of the Principal outstanding on this Note shall accrue from the Funding Date of this Note and shall be due and payable at a rate of 6.83% per annum (the "Interest Rate") which rate shall be immediately and correspondingly adjusted (pursuant to 2(b) hereof) with each change in the Actual Index (as hereinafter defined).  Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.

     (b) The Interest Rate has been calculated on the assumption that the LIBOR Rate as reported in the Wall Street Journal on the Funding Date (the “Assumed LIBOR Rate”) will be 5.32%. If the LIBOR rate on the Funding Date is different from the Assumed LIBOR Rate, Holder shall make a one time adjustment to the Interest Rate on the Funding Date by increasing or decreasing, as applicable, the Interest Rate by one (1) basis point for every one (1) basis point change in the LIBOR Rate from the Assumed LIBOR Rate. Maker authorizes Holder to change the amount of the Interest Rate in the Note accordingly. Holder shall notify Maker in writing of such adjustment which shall remain in effect while any indebtedness exists under the Note.

     (c) Payment of the Principal and Interest hereunder shall be made to Holder at 66 South Pearl Street, Post Office Box 1865, Albany, NY 12201-1865, or at such other place as Holder may designate from time to time in writing. Holder reserves the right to require payment on this Note to be made by wired federal funds or other immediately available funds.

2.             Repayment Terms .   (a) Maker shall repay the Principal and Interest hereunder in the installments set forth below.  Each installment shall be due and payable on the first day of each month during which any amount remains outstanding hereunder (each such date being a "Note Payment Date") as follows:

(i) If the Funding Date occurs on the first day of the month, Maker shall pay Holder 84 consecutive Monthly installments payable in arrears, each in an amount equal to $34,916.63 commencing and payable on the next Note Payment Date after the Funding Date and on each succeeding Note Payment Date thereafter;

(ii) If the Funding Date occurs on any day other than the first day of the month, then (A) on the first Note Payment Date after the Funding Date, an amount equal to $739.92 per day as interim interest for the period from the Funding Date through and including the last day of the month in which the Funding Date occurs, which interim interest was calculated by Holder using the Assumed Index plus 151 basis points and is expressly not subject to adjustment pursuant to Section 2(b) hereof; plus (B) 84 consecutive Monthly installments payable in arrears, each in an amount equal to $34,916.63 commencing and payable on the second Note Payment Date following the Funding Date and on each succeeding Note Payment Date thereafter;

(iii) On the 84 and final   Note   Payment Date, the Balloon Payment. In addition, Maker will pay a late payment charge of five percent of any payment due hereunder that is not paid on or before ten (10) days after the date due hereunder.

(c) As used herein, the following terms have the respective meanings indicated below:

(i) “ Assumed Index ” means 5.32%

(ii) “ Actual Index ” means, as of the date of determination, the London interbank offered rate for deposits in United States dollars having a maturity of one month which appears in the "Money Rates" section of The Wall Street Journal, published on the business day on, or immediately prior to, the 28th day of the month immediately preceding such calendar month.  If the Actual Index is no longer available, Holder will choose a new index which is based upon comparable information and will give Maker notice of such new "Actual Index."

(iii) “ Balloon Payment ” means $2,535,000.00.

(iv) “ Net Investment Balance ” means, as of the date of determination, the outstanding balance (calculated using the Assumed Index plus 151 basis points) reflected on Holder’s accounting system (which assumes a 360 day year consisting of twelve 30 day months), for the Note Payment Date immediately preceding such day or, if such day is a Note Payment Date, for such Note Payment Date.

(v) “ Rate Differential ” means, with respect to any Note Payment Date, the product of the following formula:

4.             Prepayment . Except as contemplated by Section 3.1 of Article 3 of the Aircraft Security Agreement, Maker may not prepay, in whole or in part, the Principal outstanding hereunder; provided, however , Maker may prepay, on any Note Payment Date and in whole but not in part, the Principal outstanding hereunder including the Balloon Payment by paying to Holder such outstanding Principal, together with all accrued and unpaid interest thereon as of the date of payment, plus all fees or charges incurred by Holder in connection with such prepayment, including, without limitation, Holder’s reasonable attorney fees and expenses, FAA counsel fees and expenses,  filing, registration and recording fees or charges of the FAA, International Registry and the UCC and any applicable taxes (but excluding internal costs to Holder related to such prepayment), plus a prepayment premium ("Prepayment Premium") equal to a percentage of the