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                                                                    Exhibit 10.8

                          TRANSITION SERVICES AGREEMENT

                                 by and between

                                 Airborne, Inc.,

                             a Delaware corporation

                                       and

                                 ABX Air, Inc.,

                             a Delaware corporation

                                   dated as of

                              [_____________], 2003

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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I      DEFINITIONS....................................................1

   SECTION 1.1     Definitions................................................1

ARTICLE II     SERVICES.......................................................2

   SECTION 2.1     Provision of Services......................................2
   SECTION 2.2     No Employment Relationship.................................2
   SECTION 2.3     No Conflicts...............................................2
   SECTION 2.4     Standard of Performance of Services........................2
   SECTION 2.5     Authorization for Certain Computer Services................3
   SECTION 2.6     Staffing of Personnel......................................3
   SECTION 2.7     Representatives............................................3
   SECTION 2.8     Change of Services and Equipment...........................3
   SECTION 2.9     Access to Records..........................................3
   SECTION 2.10    Modification of Existing Systems...........................4
   SECTION 2.11    Change Order Procedures....................................4

ARTICLE III    TERM OF THE AGREEMENT..........................................4

   SECTION 3.1     Term of the Agreement......................................4
   SECTION 3.2     Extension of Term..........................................5

ARTICLE IV     COMPENSATION AND PAYMENT.......................................5

   SECTION 4.1     Payment for the Services. .................................5
   SECTION 4.2     Invoicing and Payment. ....................................5
   SECTION 4.3     Records....................................................5

ARTICLE V      DISCONTINUATION OF SERVICES....................................5

   SECTION 5.1     Discontinuation of Services................................5
   SECTION 5.2     Procedures Upon Discontinuation of Services................5
   SECTION 5.3     Transfer of Data Upon Termination of Services..............6
   SECTION 5.4     Transfer of System Configuration Upon Termination..........6

ARTICLE VI     DEFAULT AND REMEDIES...........................................6

   SECTION 6.1     Default and Remedies.......................................6

ARTICLE VII    CONFIDENTIALITY................................................7

   SECTION 7.1     Generally..................................................7

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                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page
                                                                            ----

   SECTION 7.2     Exceptions.................................................7
   SECTION 7.3     Required Disclosures.......................................7

ARTICLE VIII   LIMITATION OF DAMAGES..........................................8

   SECTION 8.1     Groundco's Liability to Airco..............................8
   SECTION 8.2     Airco's Liability to Groundco..............................8

ARTICLE IX     INDEMNIFICATION................................................8

   SECTION 9.1     Groundco's Indemnification of Airco........................8
   SECTION 9.2     Airco's Indemnification of Groundco........................8
   SECTION 9.3     Indemnification Procedure..................................9

ARTICLE X      MISCELLANEOUS..................................................9

   SECTION 10.1    Successors and Assigns.....................................9
   SECTION 10.2    Entire Agreement; Amendment................................9
   SECTION 10.3    Governing Law..............................................9
   SECTION 10.4    Notices....................................................9
   SECTION 10.5    Third Party Beneficiaries.................................10
   SECTION 10.6    Disputes; Arbitration.  ..................................10
   SECTION 10.7    Force Majeure.............................................10
   SECTION 10.8    Specific Performance......................................11
   SECTION 10.9    Severability..............................................11
   SECTION 10.10   Headings..................................................11
   SECTION 10.11   Counterparts..............................................12

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                          TRANSITION SERVICES AGREEMENT

          THIS TRANSITION SERVICES AGREEMENT (this "Agreement"), dated as of
[________], 2003, is by and between Airborne, Inc. ("Groundco"), a Delaware
corporation and a subsidiary of DHL Worldwide Express B.V. ("Parent") and ABX
Air, Inc., a Delaware corporation ("Airco").

                                    RECITALS

          WHEREAS, Airco was spun-off from the parent company of Groundco to
become a separate publicly owned company (the "Spin-Off") pursuant to that
certain Separation Agreement, dated as of [_________], 2003 (the "Separation
Agreement"), by and among Groundco, Airco and Wilmington Air Park LLC; and

          WHEREAS, in connection with the Spin-Off, Groundco has agreed to
provide, or to cause its Affiliates to provide (either directly or through a
third party), to Airco certain administrative and other services, all in
accordance with the terms and conditions set forth herein for a limited period
of time, in order to assist Airco immediately after the Spin-Off.

          NOW THEREFORE, in consideration of the mutual promises contained in
this Agreement, and intending to be legally bound, the parties do hereby agree
as follows:

                                    ARTICLE I
                                   DEFINITIONS

          SECTION 1.1 Definitions. As used in this Agreement, the following
terms shall have the meanings specified or referred to in this Article I and
shall be equally applicable to both the singular and plural forms.

          "Affiliate" means, with respect to any Person, any other Person which,
directly or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with a specified Person. The term
"control" (including, with correlative meanings, the terms "controlled by" and
under "common control with") means the possession of power to direct the
management and policies of the referenced Person, whether through ownership
interests, by contract or otherwise.

          "Change Order Request" has the meaning specified in Section 2.12.

          "Change Order Response" has the meaning specified in Section 2.12.

          "Claims" means any claim, demand, cause of action, or suit of any
nature or character based on any legal theory, including, without limitation,
products liability, strict liability, violation of any federal, state or local
law, rule or regulation, or the sole or concurrent negligence of any Person.

          "Closing" means the consummation of the transactions contemplated by
the Separation Agreement.

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          "Disclosing Party" means, with respect to information which is, or is
asserted to be, subject to the confidentiality provisions of Article 7, the
Party or its Affiliate disclosing or providing information or from whom such
information is obtained or developed.

          "Disputes" has the meaning set forth in Section 12.9.

          "Fee" has the meaning provided in Section 4.1.

          "Force Majeure" means acts not within the control of the Party bound
to perform and which, by the exercise of due diligence, such party is unable to
overcome. A Force Majeure includes acts of God, weather, strikes, lockouts, or
other industrial disturbances (whether to themselves or their corporate
affiliates), acts of the public enemy, wars, acts of terrorism, national
emergency, embargoes, blockades, riots, epidemics, lightning, earthquakes,
floods, tornadoes, explosions, accidents to machinery or aircraft, failure of
public utilities, and any other causes not within control of the Party claiming
suspension. It is understood that the settlement of strikes, lockouts or
industrial disturbances shall be entirely within the discretion of the Party
having the difficulty, and the requirement that any Force Majeure shall be
remedied shall not require the settlement of strikes or lockouts by acceding to
the demands of the other Party to this Agreement or any other third party when
such course is inadvisable in the discretion of the Party having the difficulty.

          "Groundco Affiliate" means an Affiliate of Groundco.

          "Indirect Damages" has the meaning provided in Section 8.1.

          "Indemnified Party" has the meaning provided in Section 11.3

          "Indemnifying Party" has the meaning provided in Section 11.3

          "Order" has the meaning specified in Section 2.3.

          "Payment Date" has the meaning specified in Section 4.2.

          "Party" means Groundco or Airco, as applicable, and "Parties" means
Groundco and Airco.

          "Person" means any natural person, corporation, limited liability
company, partnership, group, joint venture, trust, association or other business
enterprise or organization or any government or agency or political subdivision
thereof or any other entity.

          "Receiving Party" means, with respect to information that is, or is
asserted to be, subject to the confidentiality provisions of Article 7, the
Party or its Affiliate receiving, developing, holding or coming into possession
of such information.

          "Schedule" means a schedule attached to this Agreement unless
reference is made to the schedules under another agreement.

          "Separation Agreement" has the meaning set forth in the first recital
of this Agreement.

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          "Services" has the meaning provided in Section 2.1

          "Service Change" has the meaning provided in Section 2.12

          "Spin-Off" has the meaning specified in the recitals hereto.

          "Term" has the meaning set forth in Section 3.1.

                                   ARTICLE II
                                    SERVICES

          SECTION 2.1 Provision of Services.

          (a) Subject to the terms and conditions of this Agreement, Groundco
shall provide, or cause an Affiliate to provide (either directly or through a
third party), to Airco, and Airco will accept and pay for, each of the services
listed and described on Schedule 2.1 hereto (collectively, the "Services" and
individually a "Service").

          (b) The term and the monthly cost for each of the Services to be
provided hereunder are set forth on Schedule 2.1 hereto.

          SECTION 2.2 No Employment Relationship. At all times during the
performance of the Services, all persons performing Services shall be in the
employ and/or under the direction and control and shall be deemed for purposes
of all compensation and employee benefits to be employees or representatives
solely of Groundco, the Groundco Affiliate or the third party, as the case may
be, providing such Services (including, without limitation, agents, contractors,
temporary employees and consultants). In performing their respective duties
hereunder, all such employees and representatives of Groundco, the Groundco
Affiliate or the third party shall be under the direction, control and
supervision of Groundco, the Groundco Affiliate or the third party (and not
Airco and its Affiliates) and Groundco, the Groundco Affiliate or the third
party as the case may be, shall have the sole right to exercise all authority
with respect to the employment (including termination of employment) assignment
and compensation of such employees and representatives.

          SECTION 2.3 No Conflicts. Notwithstanding any other provision of this
Agreement, Groundco shall not be required to provide or to cause to provide
Services hereunder that conflict with any applicable decree, judgment,
injunction or other order (whether temporary, preliminary or permanent) (an
"Order"), law, ordinance, statute, contract, rule, regulation, code, license,
authorization, certification or permit.

          SECTION 2.4 Standard of Performance of Services. Groundco shall
perform, or cause a Groundco Affiliate to perform (either directly or through a
third party), the Services with the same degree of care, skill and prudence
customarily exercised with respect to its own operations. Groundco will use
commercially reasonable efforts to conduct its duties hereunder in compliance
with all applicable Orders, laws, ordinances, statutes, contracts, rules,
regulations, codes, licenses, authorizations, certifications and permits, and
shall keep its equipment and facilities which are necessary or useful for the
provision of the Services in good

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working condition and repair; provided, however, that, except as specifically
set forth in this Agreement, neither Groundco nor any Groundco Affiliate
providing Services makes any express or implied warranties, representations or
guarantees of any kind, including, without limitation, warranties of
merchantability, fitness, quality, non-infringement of third party rights,
suitability or adequacy for a particular purpose or use, relating to, in
connection with or arising out of this Agreement and the Services provided or
caused to be provided hereunder.

          SECTION 2.5 Alternatives. Groundco agrees to use commercially
reasonable efforts to (a) maintain and/or renew existing consents, licenses,
sublicenses and approvals and (b) obtain any consents, licenses, sublicenses or
approvals from third parties, necessary to provide the Services hereunder. If
Groundco is unable to maintain, renew or obtain such consents, licenses,
sublicenses or approvals from third parties, the Parties shall cooperate to
determine the best alternative approach. Until such alternative approach is
found or the problem is otherwise resolved to the satisfaction of the Parties,
Groundco shall use its reasonable efforts to continue to provide the Service, or
in the case of systems, to support the function to which the system relates or,
if contractually permitted, permit Airco to have access to the system so that
Airco can support the function itself. To the extent an agreed upon alternative
approach requires payment above and beyond that which is included in the
Groundco's charge for the Service in question, the Parties shall share equally
in making any such payment unless they otherwise agree in writing.

          SECTION 2.6 Authorization for Certain Computer Services. If requested
by Airco, Groundco shall use commercially reasonable efforts to maintain, renew
or obtain the rights necessary to provide software Services, including obtaining
any appropriate consents from third parties. Airco shall be responsible for all
additional costs and expenses incurred by Groundco in order to allow Groundco to
provide such Services. If any Services are not provided by Groundco pursuant to
this Section 2.5, Airco shall not be responsible for the price applicable to
such Service which is not provided.

          SECTION 2.7 Staffing of Personnel. Groundco shall assign, or shall
cause a Groundco Affiliate to assign (either directly or through a third party),
adequately trained personnel, in the reasonable determination of Groundco, to
perform the Services.

          SECTION 2.8 Additional Resources. In providing the Services, Groundco
shall not be obligated to: (i) hire any additional employees, (ii) maintain the
employment of any specific employee, or (iii) purchase, lease or license any
additional equipment or software.

          SECTION 2.9 Representatives. Each Party will, at all times during the
term of this Agreement, keep a representative available during regular business
hours either by telephone, pager or in person, to receive communications from
the other Party regarding the Services and pertinent information relating
thereto. Until such time as the Parties may change them by notice pursuant to
Section 10.4 hereof, the representatives of the Parties are:

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                For Groundco       For Airco
                ----------------   ----------------
                Primary Contact:   Primary Contact:
                Telephone:         Telephone:
                E-mail:            E-mail:

          SECTION 2.10 Change of Services and Equipment. Groundco, the Groundco
Affiliate or the third party, as the case may be, providing a Service may change
facilities, equipment, software programs, and employees used to provide Services
so long as any such change does not alter in any material way the Services
provided or the costs thereof to be borne by Airco.

          SECTION 2.11 Modification of Existing Systems. Airco shall have the
right to provide its own resources to make modifications to the systems that
Groundco and the Groundco Affiliates use to provide the Services. Groundco shall
grant, or shall cause the Groundco Affiliates to grant, access to such systems
to Airco in order to develop and implement such modifications. Any modifications
created by Airco must be developed and implemented according to Groundco's
systems development standards and protocols, including Groundco's systems
testing standards and protocols. Groundco shall have the right to approve all
modifications created by Airco prior to putting such modifications into
productive use, such approval not to be unreasonably withheld, and Airco shall
bear all costs of such modifications.

          SECTION 2.12 Change Order Procedures. To request a change in Service
(other than the early termination of a Service in accordance with the terms
hereof) ("Service Change"), Airco will deliver a written request (the "Change
Order Request") to Groundco specifying: (i) the proposed Service Change; (ii)
the objective or purpose of such Service Change; (iii) the requirements and
specifications of the deliverables to be delivered pursuant to such Service
Change and (iv) the requested prioritization and schedule for such Service
Change. The parties will cooperate with each other in good faith in discussing
the scope and nature of the Change Order Request, the availability of personnel
and resources to provide such Service Change, and the time period in which such
Service Change may be implemented if such Change Order Request is accepted.

          As soon as practicable thereafter and to the extent applicable,
Groundco will prepare and deliver to Airco a written response (the "Change Order
Response"): (i) describing any changes in production services, assignment of
personnel and other resources that Groundco believes would be required; (ii)
estimating the change in the Fees Groundco would require due to such Service
Change; (iii) specifying how the proposed Service Change would be implemented;
(iv) describing the effect of any, such Service Change would have on this
Agreement; and (v) containing such other information as Groundco may deem
relevant to the proposed Service Change. The Parties will meet if necessary to
discuss the Change Order Response. The Parties shall act in a reasonable manner
and in good faith with respect to implementing the Service Change. Groundco
shall use commercially reasonable efforts to provide a Service Change.

          Airco shall pay to Groundco any costs associated with implementing the
Service Change,

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such as the acquisition of any additional equipment. Groundco will not begin
work on a Change Order Request without Airco's written approval to proceed.

          SECTION 2.13 Taxes. Airco shall be responsible for all sales, use and
other taxes, levies and charges (other than taxes based on net income or net
profits) imposed by applicable taxing authorities on the provision of Services
to Airco hereunder. If Groundco or any of its Affiliates is required to pay such
taxes, levies or charges, Airco shall promptly reimburse Groundco therefore.

                                   ARTICLE III
                              TERM OF THE AGREEMENT

          SECTION 3.1 Term of the Agreement. This Agreement shall be effective
for a period beginning on the Closing and extending until such time that all of
the Services have been discontinued in accordance with the provisions of
Schedule 2.1 (the "Term").

          SECTION 3.2 Extension of Term. In the event that Airco, at the
expiration of the Term for a particular Service, is not fully capable of
performing such Service independently, Airco may extend the Term of the
Agreement in its entirety, or to change the provisions in Schedule 2.1 to extend
the period for which a particular Service will be provided, for up to six (6)
months. Thereafter, if Airco is still not fully capable of performing any
particular Service or the Services independently, the Parties agree to negotiate
in good faith any further extension of the Term of the Agreement in its
entirety, or to change the provisions in Schedule 2.1 to extend the period for
which a particular Service will be provided. Any extension of the Term of the
Agreement or change in the provisions of Schedule 2.1 shall not be effective
unless a Change Order has been executed by the Parties in accordance with the
Change Order Procedures described in Section 2.12.

                                   ARTICLE IV
                            COMPENSATION AND PAYMENT

          SECTION 4.1 Payment for the Services. In consideration for the
performance of the Services, Airco shall compensate Groundco each month during
the term of this Agreement for the Services provided during the preceding
calendar month at the rates specified in Schedule 2.1 (the "Fee").

          SECTION 4.2 Invoicing and Payment. For Services provided during each
calendar month (or on a pro rata basis for any period of less than a month
occurring at the beginning or end of the Term) Groundco shall submit its invoice
not later than the 10th day of the following calendar month and Airco shall pay
such invoice within 10 days of receipt of the invoice (the "Payment Date") by
wire transfer of immediately available funds to an account designated by
Groundco or as may otherwise be agreed. Any amount not paid within such period
will be considered past due and will bear interest at the lesser of (i) the rate
of LIBOR plus 2% divided by 365 for each day or (ii) the highest rate permitted
by applicable law or

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governmental authority, in either case commencing upon the first calendar day
following the Payment Date through the date of receipt of payment.

          SECTION 4.3 Records. Groundco and each Groundco Affiliate providing a
Service shall maintain complete and accurate records of all costs and expenses
incurred for the Services provided hereunder. Groundco shall and shall cause
each Groundco Affiliate to provide reasonable access to records, documents,
information, systems, and data pertaining to the Services to Airco. Airco, or
Airco's authorized representative, shall have the right, at the expense of Airco
and upon reasonable notice, to inspect and audit such books and records relating
to all costs and expenses for the Services provided hereunder. Any such
inspection and audit shall be conducted at Groundco's office during regular
business hours and upon reasonable notice. If the Parties agree that the amounts
which have been charged for the Services have been incorrect, an appropriate
payment shall by made by the appropriate Party to the other Party within 10 days
after completion of the audit.

                                   ARTICLE V
                           DISCONTINUATION OF SERVICES

          SECTION 5.1 Discontinuation of Services. Upon providing Groundco with
30 days' prior written notice, Airco may, with or without cause, discontinue any
or all of the Services.

          SECTION 5.2 Procedures Upon Discontinuation of Services. Upon the
discontinuation of a Service, this Agreement shall be of no further force or
effect as to such Service except as to obligations accrued prior to the date of
discontinuation, provided, however, that Sections 7, 8 and 11 of this Agreement
shall survive such discontinuation. The Parties shall cooperate as reasonably
required to effectuate an orderly and systematic transfer of the duties and
activities under this Agreement without interruption. Specifically, Groundco or
the Groundco Affiliate providing the Service shall use its commercially
reasonable efforts to provide training such that Airco may perform the duties
and activities that comprise the Service on an independent, stand alone basis.
Further, Groundco or the Groundco Affiliate providing the Service shall provide
Airco access to make all relevant system and procedural documentation.

          SECTION 5.3 Transfer of Data Upon Termination of Services. Upon
termination of a Service in accordance with the provisions of Schedule 2.1,
Groundco or the Groundco Affiliate providing the Service shall deliver to Airco
all data that may be reasonably necessary to continue to operate Airco's
business, if any. [At a minimum, all historical data shall be provided from the
Closing through the date of termination of the Service. For selected data, such
as quality information, historical data shall be provided from a point prior to
the Closing, which shall be mutually agreed by the Parties, through the
termination of the Service.]

          If the Parties agree that it would be prohibitive to transfer
historical data upon the termination of a Service, then the Party that possesses
such historical data shall make such data available on an as needed basis to the
Party that requires such historical data. As reasonably necessary, the Party
that possesses such historical data will provide access to the systems and the
storage facilities that contain the data to the Party that requires the data.

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          SECTION 5.4 Transfer of System Configuration Upon Termination. Upon
termination of this Agreement and at the request of Airco, Groundco or the
Groundco Affiliate providing Services shall deliver to Airco the configuration
settings and modifications of any systems used to provide the Services, provided
that such transfer does not invalidate systems license or maintenance agreements
in effect at the time; provided further that Airco shall bear all costs
associated with such delivery.

                                   ARTICLE VI
                              DEFAULT AND REMEDIES

          SECTION 6.1 Default and Remedies. A Party shall be in default under
this Agreement if: (i) that Party or its Affiliate has failed to pay for
Services received in accordance with the terms of this Agreement; (ii) that
Party has failed to provide, or to cause to provide, the Services in accordance
with the terms of this Agreement; (iii) that Party has defaulted, in any
material respect, in the due performance or observance by it of any of the other
terms, covenants or agreements contained in this Agreement; (iv) that Party has
become, or has been adjudicated insolvent or bankrupt or that Party has filed a
voluntary petition in bankruptcy or has consented to the appointment of a
receiver or trustee; or (v) a receiver or trustee shall be appointed for any
Party or its property or a petition for reorganization or arrangement under any
bankruptcy or insolvency law shall be approved, or an assignment shall be made
for the benefit of creditors of that Party. If a Party is in default under this
Agreement, then the non-defaulting Party shall have the right, at its sole
discretion, in the case of a default under clause (iv) or (v), to immediately
terminate its participation with the defaulting Party under this Agreement, and
in the case of a default under clause (i), (ii) or (iii), to terminate its
participation with the defaulting Party under this Agreement if the defaulting
Party has failed to (A) cure the default within thirty (30) days written notice
of default, or (B) diligently pursue the curing of the default.

                                   ARTICLE VII
                                 CONFIDENTIALITY

          SECTION 7.1 Generally. Each of the Parties agrees and agrees to cause
each of their Affiliates (i) to hold in trust and maintain confidential (to the
same extent as such Party holds confidential the similar information of such
Party), (ii) not to disclose to others without prior written approval from the
Disclosing Party, (iii) not to use for any purpose, other than as contemplated
in this Agreement or for such purpose as may be authorized in writing by the
Disclosing Party, and (iv) to prevent duplication of and disclosure to any other
party, information received from the Disclosing Party or developed, presently
held or continued to be held, or otherwise obtained by the Receiving Party as a
result of the performance of this Agreement. Such information includes all
results of the Services, information disclosed orally, visually, in writing, or
in other tangible form, and includes, without limitation, technical, economic
and business data, know-how, flow sheets drawings, business plans, computer
information data bases, legal memoranda and other attorney work product and the
like.

          SECTION 7.2 Exceptions. The foregoing obligations of confidence
nondisclosure and non-use shall not apply to any information that: (i) was in
the public domain at the time of disclosure by the Disclosing Party; (ii) enters
the public domain through no fault of

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the Receiving Party; (iii) was communicated to the Receiving Party by a third
party free of any obligation of confidence; or (iv) was developed by officers,
employees or agents of a consultants to the Receiving Party independently of and
without reference to the proprietary information of the Disclosing Party.

          SECTION 7.3 Required Disclosures. The Receiving Party may disclose the
Disclosing Party's information to the extent necessary to comply with any
applicable legal obligation imposed on the Receiving Party in connection with a
proceeding in a court or other governmental authority of competent jurisdiction,
provided that the Receiving Party gives reasonably prompt notice to the
Disclosing Party of the need for such disclosure, together with such other
information about the proceeding as will enable the Disclosing Party to evaluate
the obligation and the need and to elect either to intervene or otherwise appear
or act in the proceeding to protect directly the Disclosing Party's information
at the expense of the Disclosing Party.

                                  ARTICLE VIII
                              LIMITATION OF DAMAGES

          SECTION 8.1 Groundco's Liability to Airco. In no event shall Groundco
or its Affiliates be liable to Airco or its Affiliates for any lost or
prospective profits or any other special, consequential, punitive, incidental,
or indirect losses or damages (collectively "Indirect Damages") from their
performance under this agreement, or for any failure of or defect in performance
hereunder or related hereto, whether arising out of breach of contract, tort,
strict liability, or otherwise, except to the extent that any such losses or
damages arise from or relate to a willful breach of this Agreement by Groundco
or its Affiliates.

          SECTION 8.2 Airco's Liability to Groundco. In no event shall Airco or
its Affiliates be liable to Groundco or its Affiliates for any Indirect Damages
from its performance under this agreement, or for any failure of or defect in
performance hereunder or related hereto, whether arising out of breach of
contract, tort, strict liability, or otherwise, except to the extent that any
such losses or damages arise from or relate to a willful breach of this
Agreement by Airco or its Affiliates.

                                   ARTICLE IX
                              AIRCO ACKNOWLEDGMENT

          SECTION 9.1 Acknowledgement. Airco acknowledges and agrees that the
obligations of Groundco hereunder are exclusively the obligations of Groundco
and are not guaranteed directly or indirectly by Groundco's shareholders,
Affiliates, directors and officers, agents, employees or any other Person. Airco
agrees to look solely to Groundco for the performance of any obligations
hereunder and, absent fraud, covenants not to sue or otherwise seek to enforce
this Agreement against any other party other than Groundco or its successors and
assigns. Airco acknowledges and agrees that Groundco's performance of the
Services hereunder will not be exclusive to Airco and nothing contained herein
will limit Groundco's ability to render similar services or to engage in any
other activity, endeavor, or interest with any other party.

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                                   ARTICLE X
                                  FORCE MAJEURE

          SECTION 10.1 Force Majeure Condition. Except with respect to Airco's
obligations to pay for Services as provided herein, in no event will either
Party be liable to the other for any delay or other failure to perform hereunder
because of a Force Majeure.

          SECTION 10.2 Performance Times. Performance times under this Agreement
will be considered extended for a period of time equivalent to the time lost
because of any delay or failure to perform excusable under this Article X. The
Party claiming excusable delay will use commercially reasonable efforts to
notify the other Party of the Force Majeure giving rise to the delay so as to
continue performing as required hereunder as expeditiously as reasonably
possible.

                                   ARTICLE XI
                                 INDEMNIFICATION

          SECTION 11.1 Groundco's Indemnification of Airco. Groundco shall
defend, indemnify and hold Airco and its Affiliates harmless from and against
(i) any and all Claims that arise as a result of the performance or
non-performance of this Agreement by Groundco or its Affiliates to the extent
that such Claims result from the gross negligence or willful misconduct of
Groundco or its Affiliates and (ii) any and all Claims made by or on behalf of
employees, agents, contractors, subcontractors or representatives of Groundco or
its Affiliates arising from or relating to this Agreement or the Services other
than such Claims resulting solely from the gross negligence or willful
misconduct of Airco or its Affiliates.

          SECTION 11.2 Airco's Indemnification of Groundco. Airco shall defend,
indemnify and hold Groundco and its Affiliates harmless from and against (i) any
and all Claims that arise as a result of the performance or non-performance of
this Agreement by Airco or its Affiliates to the extent that such Claims result
from the gross negligence or willful misconduct of Airco or its Affiliates and
(ii) any and all Claims made by or on behalf of employees, agents, contractors,
subcontractors or representatives of Airco or its Affiliates arising from or
relating to this Agreement or the Services other than such Claims resulting
solely from the gross negligence or willful misconduct of Groundco or its
Affiliates.

          SECTION 11.3 Indemnification Procedure. The party seeking
indemnification under this Article XI (the "Indemnified Party") shall provide
written notice to the other party (the "Indemnifying Party") with respect to
which it seeks indemnification, and Indemnifying Party shall assume the defense
of such Claims with counsel reasonably satisfactory to the Indemnified Party. If
such defense is assumed by the Indemnifying Party with counsel so selected, the
Indemnifying Party shall not be subject to any liability for any settlement of
such Claims made by the Indemnified Party without the Indemnifying Party's
consent (such consent to not be unreasonably withheld or delayed). The
Indemnified Party shall not be subject to any liability for any settlement of
such Claims made by the Indemnifying Party without the Indemnified Party's
consent (which consent is not to be unreasonably withheld), and such settlement
shall include an unconditional release of the Indemnified Party from all
liability on such Claims. If the Indemnified Party desires to retain separate
counsel, the Indemnified Party

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<PAGE>

shall have the right to do so, but the Indemnifying Party shall not be obligated
to pay the fees and expenses of such separate counsel. The parties hereto agree
to cooperate fully with each other in connection with the defense, negotiation
or settlement of any legal proceeding, claim or demand and to engage in no
action that would result in or increase liability on the part of the other
party.

                                   ARTICLE XII
                                  MISCELLANEOUS

          SECTION 12.1 No Partnership or Joint Venture; Independent Contractor.
Nothing contained in this Agreement will constitute or be construed to be or
create a partnership or joint venture between Groundco or its successors or
assigns on the one part and Airco or its successors or assigns on the other
part. The Parties hereto understand and agree that this Agreement does not make
either of them an agent or legal representative of the other for any purpose
whatsoever. No Party is granted, by this Agreement or otherwise, any right or
authority to assume or create any obligation or responsibilities, express or
implied, on behalf of or in the name of the other Party, or to bind any other
Party in any manner whatsoever. The Parties expressly acknowledge that Groundco
is an independent contractor with respect to Airco in all respects, including
with respect to the provision of the Services.

          SECTION 12.2 Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the Parties and their respective
successors and assigns and nothing in this Agreement express or implied is
intended to confer upon any other Person or Governmental Authority any rights or
remedies of any nature whatsoever under or by reason of this Agreement.

          SECTION 12.3 Assignment. Neither party may assign this Agreement, in
whole or in part, without the prior written consent of the other party hereto
(such consent not to be unreasonably withheld).

          SECTION 12.4 Entire Agreement. This Agreement, including the Schedule
hereto, embodies the entire agreement of the Parties with respect to the subject
matter hereof and supersedes all prior agreements with respect thereto.

          SECTION 12.5 Amendment and Waiver. Any amendment or modification of
this Agreement shall be invalid unless in writing signed by all Parties. No
waiver by either Party of any provision nor consent to any exception to the
terms of this Agreement will be effective unless in writing and signed by all of
the Parties and then only to the specific purpose, extent and instance so
provided. No failure on the part of any party to exercise or delay in exercising
in any right hereunder will be deemed a waiver thereof, nor will any single or
partial exercise preclude further or other exercise of such or any other right.

          SECTION 12.6 Governing Law. This Agreement shall be governed by, and
construed and interpreted in accordance with the laws of the State of New York
(without regard to the conflict of law principles thereof).

          SECTION 12.7 Notices. All notices, requests, demands or other
communications hereunder shall be in writing and shall be deemed to have been
duly given when

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<PAGE>

transmitted by facsimile during business hours with proof of confirmation from
the transmitting machine, or delivered by courier or other hand delivery, as
follows:

          If to Groundco:

          Airborne, Inc.
          3101 Western Avenue
          P.O. Box 662
          Seattle, WA 98111-0662
          Attention:  David C. Anderson
          Telephone:  206-281-1005
          Telecopier: 206-281-1444

          With a copy (which shall not constitute notice) to:

          DHL Worldwide Express B.V.
          c/o DHL International
          Global Coordination Centre
          De Kleetlaan 1
          1831 Diegem, Belguim
          Attention:  Geoffrey Cruikshanks, Esq.
          Telephone:  011-32-3-713-48-05
          Telecopier: 011-32-2-713-58-08

          If to Airco:

          ABX Air, Inc.
          145 Hunter Drive
          Wilmington, Ohio 45177
          Attention:  Joseph C. Hete
          Telephone:  937-392-5591
          Telecopier: 937-382-2452

          With a copy (which shall not constitute notice) to:

          O'Melveny & Myers LLP
          400 South Hope Street
          Los Angeles, CA 90071
          Attention:  C. James Levin, Esq.
          Telephone:  213-430-6578
          Telecopier: 213-430-6407

          SECTION 12.8 Further Assurance. Each Party will take such other
actions as the other Parties may reasonably request or as may be necessary or
appropriate to

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<PAGE>

consummate or implement the transactions contemplated hereby or to evidence such
events or matters.

          SECTION 12.9 Disputes; Arbitration.

          (a) Subject to Section 12.11, any and all controversies or claims
arising out of, under or relating to this Agreement or its performance
("Disputes"), including any amendments hereto, or breach hereof, shall be
determined and settled in accordance with the laws of the State of New York as
follows:

          (b) Airco and Groundco shall use their best reasonable efforts to
resolve any and all Disputes. If a Dispute cannot be resolved by the
representatives of the Parties hereto, within a reasonable time, it shall be
referred to the Chief Executive Officers of Airco and Groundco, or their
respective designees, for further negotiation for a period of thirty (30) days.
Only upon failure by Airco and Groundco to resolve the Dispute through such
negotiation may either party prosecute such claim in a more formal proceeding as
provided herein; provided that in the event good faith negotiations are ensuring
and a party reasonably believes that it will forfeit claims as a result of
statute of limitations, laches or other similar defenses, then the parties shall
enter into a customary tolling arrangement in order to preserve any such claims
during the informal dispute resolutions procedures.

          (c) If a Dispute cannot be resolved as provided in Section 12.9(b),
then the parties shall submit to the binding arbitration procedures hereinafter
set forth. Such binding arbitration shall take place in New York, New York, and
shall be in accordance with the rules of the American Arbitration Association.
The parties shall choose a mutually acceptable arbitrator within thirty (30)
days after the written request by either of them. The parties agree that within
sixty (60) days after the selection, the arbitrator shall submit a written
report of his or her determination of the Dispute. The Arbitrator designated
hereunder shall have substantial commercial experience in the airline transport
or air express industry. Each of the parties shall pay one-half of the cost of
such arbitration. Any decision, determination or award rendered as a result of
such arbitration shall be final, conclusive and binding on the parties hereto
and may be reduced to judgment in any appropriate court having jurisdiction
thereof.

          SECTION 12.10 Time is of the Essence. Time is of essence to this
Agreement.

          SECTION 12.11 Specific Performance. Groundco acknowledges that Airco
would not have an adequate remedy at law for money damages in the event that
this Agreement has not been performed in accordance with its terms. Groundco
therefore agrees that Airco shall be entitled to specific enforcement of the
terms hereof in addition to any other remedy to which it may be entitled, at law
or in equity.

          SECTION 12.12 Severability. In the event that any provision of this
Agreement is declared by any court or other judicial or administrative body to
be null, void or unenforceable such provision shall survive to the extent it is
not so declared, and all of the other provisions of this Agreement shall remain
in full force and effect.

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<PAGE>

          SECTION 12.13 Counterparts. This Agreement may be executed in two or
more counterparts (including by facsimile), each of which shall be deemed an
original, but all of which together shall constitute one agreement binding on
the Parties, notwithstanding that not all Parties are signatories to the
original or the same counterpart.

          SECTION 12.14 Certain Construction Rules. The article and section
headings and the table of contents contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. As used in this Agreement, unless otherwise provided to the
contrary, (a) all references to days or months shall be deemed references to
calendar days or months and (b) any reference to a "Section," "Article,"
"Schedule" or "Letter" shall be deemed to refer to a section or article of this
Agreement or a schedule to this Agreement. The words "hereof," "herein" and
"hereunder" and words of similar import referring to this Agreement refer to
this Agreement as a whole and not to any particular provision of this Agreement.
Whenever the words "include," "includes" or "including" are used in this
Agreement, they shall be deemed to be followed by the words "without
limitation." Unless otherwise specifically provided for herein, the term "or"
shall not be deemed to be exclusive.

                  [Remainder of Page Intentionally Left Blank.]

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<PAGE>

          IN WITNESS WHEREOF, the Parties have caused their respective names to
be subscribed to this Transition Services Agreement as of the date and year
first above written.

                                       AIRBORNE, INC.


                                       By:
                                           -------------------------------------
                                       Title:
                                              ----------------------------------


                                       ABX AIR, INC.


                                       By:
                                           -------------------------------------
                                       Title:
                                              ----------------------------------

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