Promissory Note between Tampa Bay Financial, Inc., Aero Group International Corporation, and Diversified Resources Group, Inc. ($1,500,000)

Summary

Tampa Bay Financial, Inc. promises to pay Aero Group International Corporation and Diversified Resources Group, Inc. a total of $1,500,000 according to a set payment schedule, with no interest if payments are current. The note is linked to a related exchange and funding agreement involving the transfer of aircraft. If Tampa Bay Financial defaults and does not cure within 10 days, the full amount becomes due with 18% interest. The agreement also covers collection costs and allows early repayment without penalty.

EX-2.2 4 drgipromissorynote.htm PROMISSORY NOTE drgipromissorynote

 PROMISSORY NOTE $1,500,000.00 Sarasota, Florida January 30, 2002 FOR VALUE RECEIVED, the undersigned, TAMPA BAY FINANCIAL, INC. , whose address is 355 Interstate Boulevard, Sarasota, FL 34243 (hereinafter referred to as "MAKER"), promises to pay to AERO GROUP INTERNATIONAL CORPORATION (hereinafter referred to as "AGI") and DIVERSIFIED RESOURCES GROUP, INC. (hereinafter referred to as "DRGR"), or its successors and assigns at 1389 General Aviation Drive, Hangar 16, Melbourne, FL 32935, or such other place as the holder hereof may designate in writing, the principal sum of One Million Five Hundred Thousand Dollars and 00/100 ($1,500,000.00), with no interest as long as this Note is current subject to the provisions below, payable as follows: A. The amount of One Hundred Thousand Dollars ($100,000.00) shall be due and payable upon the closing of the Agreement and Plan of Exchange and Funding and Subscription Agreement by and between the same parties to this Note dated of even date herewith; B. The amount of One Hundred Fifty Thousand Dollars ($150,000.00) shall be due and payable upon ten (10) days after the closing of the Agreement and Plan of Exchange and Funding and Subscription Agreement by and between the same parties to this Note dated of even date herewith; C. TBF shall pay, directly or indirectly, the additional sum of One Million Two Hundred Fifty Thousand ($1,250,000.00) to DRGR and AGI on a monthly basis in accordance with the following schedule: DRGR AGI March 1, 2002 $4,166 $100,000 April 1, 2002 $4,166 $100,000 May 1, 2002 $4,166 $100,000 June 1, 2002 $4,166 $100,000 1 July 1, 2002 $4,166 $100,000 August 1, 2002 $4,166 $100,000 September 1, 2002 $4,166 $100,000 October 1, 2002 $4,166 $100,000 November 1, 2002 $4,166 $100,000 December 1, 2002 $4,166 $100,000 January 1, 2003 $4,166 $100,000 February 1, 2003 $4,174 $100,000 In the event of default in the payment of any of the installments mentioned above, and if said default shall continue for a period of ten (10) days or more, then the whole sum then remaining unpaid as set forth herein, plus all accrued interest at the rate of 18% per annum, at holder's option, shall become due and payable in full without notice. Failure to exercise such option shall not constitute a waiver of the right to exercise the same in the event of subsequent default. The Maker of this Note shall have the right and option to pay all or any part of this Note at any time before due, with interest to the date of payment if after default, and without penalty. The Maker of this Note further agrees to waive demand, notice of non-payment, and protest of this Note. In the event suit shall be brought for the collection thereof, or the same has to be collected upon demand of an attorney, Maker shall pay all costs of collection, including attorneys' fees at the trial, appellate and bankruptcy level. This Note is subject to the terms and conditions of the Funding and Subscription Agreement by and between the same parties herein of even date, which is incorporated herein by reference. This Note is based upon the provisions of the Agreement and Plan of Exchange between the parties that provides for the transfer of five (5) A-4 Skyhawks into AGI. 2 WITNESSES: MAKER: Tampa Bay Financial, Inc. _____________________________ Print name: _____________________________ By:/s/ Carl Smith  Print name: Carl Smith, CEO and Chairman