PROMISSORY NOTE

PROMISSORY NOTE





Customer# 911841



Date March 4, 1998 Increase to note #307 Amount $4,000,000.00 Maturity Date May 31, 1998

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=============================================================================== Bank: Borrower:



NationsBank, N.A. Banking Center: American Aircarriers Support, Inc.

4283 Pleasant Road

NationsBank, N.A. Fort Mill, South Carolina 29715

101 South Tryon Street

Charlotte, N.C.





County: Mecklenburg County: York





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FOR VALUE RECEIVED, the undersigned Borrower unconditionally (and jointly and severally, if more than one) promises to pay to the order of Bank, its successors and assigns, without setoff, at its offices indicated at the beginning of this Note, or at such other place as may be designated by Bank, the principal amount of Four Million Dollars and no Dollars ($4,000,000.00), or so much thereof as may be advanced from time to time in immediately available funds, together with interest computed daily on the outstanding principal balance hereunder, at an annual interest rate, and in accordance with the payment schedule, indicated below.



[THIS NOTE CONTAINS SOME PROVISIONS PRECEDED BY BOXES. IF A BOX IS MARKED, THE PROVISION APPLIES TO THIS TRANSACTION; IF IT IS NOT MARKED, THE PROVISION DOES NOT APPLY TO THIS TRANSACTION.]



1. RATE. The Rate shall be the Wall Street Journal 3 months day LIBOR Rate, plus Two percent, per annum. The "Wall Street Journal LIBOR Rate" is a fluctuating rate of interest equal to the 3 months London Interbank Offered Rate as published in the "Money Rates" section of the Wall Street Journal on the immediately preceding business day as adjusted from time to time in Bank's sole discretion for then applicable reserve requirements, deposit insurance assessment rates and other regulatory costs. Interest will accrue on any non-business day at the rate in effect on the immediately preceding business day.



Notwithstanding any provision of this Note, Bank does not intend to charge and Borrower shall not be required to pay any amount of interest or other charges in excess of the maximum permitted by the applicable law of the State of North Carolina; if any higher rate ceiling is lawful, then that higher rate ceiling shall apply. Any payment in excess of such maximum shall be refunded to Borrower or credited against principal, at the option of Bank.



2. ACCRUAL METHOD. Unless otherwise indicated, interest at the Rate set forth above will be calculated by the 365/360 day method (a daily amount of interest is computed for a hypothetical year of 360 days; that amount is multiplied by the actual number of days for which any principal is outstanding hereunder). If interest is not to be computed using this method, the method shall be: n.



3. RATE CHANGE DATE. Any Rate based on a fluctuating index or base rate will change, unless otherwise provided, each time and as of the date that the index or base rate changes. If the Rate is to change on any other date or at any other interval, the change shall be: n. In the event any index is discontinued, Bank shall substitute an index determined by Bank to be comparable, in its sole discretion.



4. PAYMENT SCHEDULE. All payments received hereunder shall be applied first to the payment of any expense or charges payable hereunder or under any other loan documents executed in connection with this Note, then to interest due and payable, with the balance applied to principal, or in such other order as Bank shall determine at its option.



SINGLE PRINCIPAL PAYMENT. Principal shall be paid in full in a single payment on May 31, 1998. Interest thereon shall be paid monthly, commencing on March 31, 1998, and continuing on the last day of each successive month, quarter or other period (as applicable) thereafter, with a final payment of all unpaid interest at the stated maturity of this Note.



5. REVOLVING FEATURE.



[x] Borrower may borrow, repay and reborrow hereunder at any time, up to a maximum aggregate amount outstanding at any one time equal to the principal amount of this Note, provided, that Borrower is not in default under any provision of this Note, any other documents executed in connection with this Note, or any other note or other loan documents now or hereafter executed in connection with any other obligation of Borrower to Bank, and provided that the borrowings hereunder do not exceed any borrowing base or other limitation on borrowings by Borrower. Bank shall incur no liability for its refusal to advance funds based upon its determination that any conditions of such further advances have not been met. Bank records of the amounts borrowed from time to time shall be conclusive proof thereof.



[] UNCOMMITTED FACILITY. Borrower acknowledges and agrees that,

notwithstanding any provisions of this Note or any other documents executed

in connection with this Note, Bank has no obligation to make any advance,

and that all advances are at the sole discretion of Bank.













[] OUT-OF-DEBT PERIOD. For a period of at least consecutive days during []

each fiscal year, [] any consecutive 12-month period, Borrower shall fully

pay down the balance of this Note, so that no amount of principal or

interest and no other obligation under this Note remains outstanding.



6. AUTOMATIC PAYMENT.



[] Borrower has elected to authorize Bank to effect payment of sums due under this Note by means of debiting Borrower's account number ____________. This authorization shall not affect the obligation of Borrower to pay such sums when due, without notice, if there are insufficient funds in such account to make such payment in full on the due date thereof, or if Bank fails to debit the account.



7. WAIVERS, CONSENTS AND COVENANTS. Borrower, any indorser, or guarantor hereof or any other party hereto (individually an "Obligor" and collectively "Obligors") and each of them jointly and severally: (a) waive presentment, demand, protest, notice of demand, notice of intent to accelerate, notice of acceleration of maturity, notice of protest, notice of nonpayment, notice of dishonor, and any other notice required to be given under the law to any Obligor in connection with the delivery, acceptance, performance, default or enforcement of this Note, any indorsement or guaranty of this Note, or any other documents executed in connection with this Note or any other note or other loan documents now or hereafter executed in connection with any obligation of Borrower to Bank (the "Loan Documents"); (b) consent to all delays, extens ...