PROMISSORY NOTE

$13,920.00 or $9,960.00                    _____________, 2008

Lexington, Kentucky

     FOR VALUE RECEIVED, the undersigned, Lexington Flying Club, Inc., a Kentucky non-profit corporation (the "Maker"), hereby promises to pay to _____________________________________ (the "Payee") ON DEMAND the principal sum of Thirteen Thousand Nine Hundred Twenty Dollars ($13,920.00), or Nine Thousand Nine Hundred Sixty Dollars, ($9,960), with interest on the whole unpaid principal balance at the rate of five percent (5%) per annum from date until paid.  This note shall be repaid in monthly installments of accrued interest only until demand, at which time the entire unpaid principal balance and all accrued interest shall be due and payable.

     All payments of interest hereunder shall be paid in the form of a credit to the Payee's flying club account with Maker.  All payments of principal hereunder shall be made in lawful money of United States of America payable to the Payee, at ___________________, or at such other place as the Payee may designate in writing.  This note may be prepaid in whole or in part at any time without premium or penalty.

     Maker shall be in default if it fails to make any installment of interest within 10 days after the installment becomes due and payable or if it fails to repay the outstanding principal balance within 2 business days after demand.  If Maker is in default, the Payee may, without further notice, declare the entire unpaid balance of this Note to be immediately due and payable in full, and may exercise any and all rights granted by this Note or at law or in equity under the applicable law.

     Failure of the Payee of this Note to exercise any of his rights and remedies shall not constitute a waiver of the right to exercise the same at that or any other time.  All rights and remedies of the Payee for default shall be cumulative to the extent permitted by law.

     In the event of default, the Maker agrees and promises to pay all costs of collection, including filing fees and reasonable attorneys' fees.  The Maker of this Note waives presentment for payment, demand, notice of nonpayment, protest and notice of protest, and notice of dishonor.

LEXINGTON FLYING CLUB, INC.             

By:_________________________          By:_________________________

          Tony Baxter                    ________________________

          Treasurer                                Payee