**Exhibit 14**

 

# ***AirNetSystems, Inc.***

# ***Code ofBusiness Conduct and Ethics***

# *** ***

Established September 2001; revised February17, 2004

 

Directors, officers and team members ofAirNet Systems, Inc. and its subsidiaries (collectively, “AirNet”) are allambassadors of the organization.  Asambassadors, each individual has a responsibility to project professionalism,honesty, integrity and trust on behalf of the organization, to AirNet’sshareholders, customers, potential customers and suppliers and fellow teammembers.  This Code of Business Conductand Ethics (“Code of Ethics”) has been adopted by the Board of Directors ofAirNet Systems, Inc. to demonstrate to the public and AirNet’s variousstakeholders the importance that the Board of Directors and management place onethical conduct.  The Code of Ethics isintended to set forth AirNet’s expectations for the conduct of ethical businesspractices by its officers, directors and team members, to promote advanceddisclosure and review of potential conflicts of interest and similar matters,to protect and encourage the reporting of questionable behavior and todiscipline appropriately those who engage in improper conduct.

 

It is AirNet’s expectation that each andevery officer, director and team member of AirNet will carry out theirresponsibilities in accordance with this Code of Ethics and that each suchindividual shall:

 

•                  ***Act withhonesty and integrity, avoiding actual or apparent conflicts of interestbetween interests of AirNet and the personal interest of the individual or hisor her family.***

 

Conflicts of interest occurwhen business judgments or decisions may be influenced by personal interestsnot shared by the organization as a whole. Conflicts of interest will cast doubts as to an individual’s ability toact in an objective, disinterested and impartial manner.  A conflict situation may arise when a teammember, officer or director, or a member of his or her family, takes actions orhas interests that make it difficult to perform his or her work for AirNetobjectively, impartially and effectively such as when a team member, officer ordirector, or a member of his or her family, has an interest in a transaction towhich AirNet is a party, competes with AirNet, uses corporate property,information or position for personal gain or takes advantage of an opportunitythat belongs to AirNet.  Conflicts ofinterest may also occur when officers, directors or team members receive loans,guarantees, excessive gifts, kick-backs or other improper personal benefitsfrom persons with whom AirNet does business.

 

When a conflict of interestarises, an officer, director or team member has a duty to place AirNet’sinterests ahead of his or her own personal interests.  It is essential that in those instances where a decision orpractice of AirNet may appear to have been made to advance a personal interest,that the decision be made or approved by the independent and “disinterested”officers or directors of AirNet.  Thus,in those instances where a team member faces a potential conflict of interest,the team member should report the potential conflict of interest to theDirector of Human Resources for his or her review.  Any action or transaction in which the personal interests of anofficer or a director of AirNet may be in conflict with those of AirNet must bepromptly reported to the chairperson of the Audit Committee of the Board ofDirectors of AirNet Systems, Inc. (the “Audit Committee”).  The Audit Committee shall have the right todetermine in advance that any such action or transaction does not constitute aconflict of interest in violation of this Code of Ethics.

 

For purposes of determiningwhether a conflict of interest exists, the receipt of any personal benefit(such as a gift, gratuity or entertainment) that is not clearly reasonable andbusiness-related from any person with whom AirNet does business, must bereported to the Audit Committee, in the case of an officer or a director, or tothe Chief Financial Officer, in the case of a team member.  The Audit Committee or the Chief FinancialOfficer, as the case may be, shall have the right to determine in advance thatany such personal benefit does not constitute a conflict of interest inviolation of this Code of Ethics and/or to require that such personal benefitbe returned to the provider and/or reimbursed by AirNet.

 

Generally, AirNet teammembers may accept gifts, gratuities or entertainment from non-governmentsuppliers, potential non-government suppliers or non-government customers thatare reasonable, customary in value and business-related.  AirNet team members may not, however, acceptgifts, gratuities or entertainment from government suppliers, potentialgovernment suppliers or government customers that are greater than modest in value($25).  Small gifts of food items may beshared among team members.  Large giftsof food items should be donated to local area food banks.  Customer requests for donation ofsignificant sums of money should be forwarded to the Chief Financial Officerfor approval.  Team members are notpermitted to make a donation at a customer’s request and then seekreimbursement from AirNet as a business expense.  All corporate donations must have appropriate prior approval andbe paid directly by AirNet.

 

----

 

•                  *Assist AirNet in meetingits accounting, financial reporting and disclosure obligations and work toensure that AirNet’s public reports and communications are accurate,certifiable, complete, objective, relevant and timely.*

 

In compliance with the rulesand regulations of the United States Securities and Exchange Commission and theNew York Stock Exchange, AirNet is required to issue financial statements inconformity with generally accepted accounting principles and to make publicdisclosures regarding certain aspects of its business.  It is expected that all officers, directorsand team members of AirNet will demonstrate honesty in our accounting policies,keep accurate and complete books, records and accounts and report alltransactions in an accurate, complete and timely manner which will enable AirNetto in turn meet its accounting and financial reporting obligations in a timelymanner.  False or misleading records,information or accounting entries (as to either purpose or amount) areprohibited.  Team members may not modifyor sign documents without the proper authorization.  It is expected that any officer, director or team member ofAirNet involved in preparing AirNet’s disclosures, or any team member orofficer asked to provide information relevant to such disclosure, will adhereto the above stated principles.  Anyteam member or officer who, in good faith, believes that AirNet’s accountingmethod is inappropriate or not in compliance with generally accepted accountingprinciples, or has concerns about any questionable accounting or auditing mattersor any other accounting, internal accounting control or auditing matter, shouldreport this concern immediately to the Audit Committee by contacting the HumanResources Department or by contacting the Mysafeworkplace.com Hotline toconfidentially and anonymously report your concern.  Mysafeworkplace.com may be reached at 800-461-9330 or via e-mailat www.mysafeworkplace.com.  The AuditCommittee has established a procedure for such reports that ensures theconfidentiality of the reporting person. In addition, any officer or team member who becomes aware of a materialevent or fact involving AirNet that has not been previously disclosed publiclyby AirNet should immediately report such material event or fact to AirNet’sChief Financial Officer, Controller or Director of Human Resources.

 

•                  ***Complywith applicable federal, state, local and foreign laws, rules and regulationsgoverning AirNet’s business and operations, including insider trading laws.***

 

While this principle is seeminglyself-explanatory, at times, the application of any particular law, rule orregulation to AirNet may not be perfectly clear.  Where a team member is unsure or has any question as to theapplication to AirNet of any law, rule or regulation, it is expected that theteam member will seek appropriate guidance from the Director of HumanResources, who may seek guidance from the Chief Financial Officer or outsidecounsel to AirNet.  Officers anddirectors of AirNet should seek guidance from outside counsel to AirNet.  In addition, the Audit Committee isspecifically empowered to engage non-company counsel if and when it believessuch engagement is prudent.

 

During the course of employment orassociation with AirNet, officers, directors and team members will acquireproprietary and/or confidential information. It is unlawful to use non-public information of AirNet or a customer ora supplier of AirNet to engage in securities transactions.  If any officer, director or team member hasmaterial, non-public information relating to AirNet or another company withwhich AirNet does business, including any of AirNet’s customers or suppliers,it is the policy of AirNet that the officer, director or team member may notbuy or sell the securities of AirNet or the other company or engage in any otheraction to take personal advantage of that information.  Equally important, the information may notbe passed on to others, including family members and friends.  Transactions that may be necessary orjustifiable for independent reasons (such as the need to raise money for anemergency expenditure) are no exception. Even the appearance of an improper transaction must be avoided topreserve AirNet’s reputation for adhering to the highest standards of conduct.  The very same restrictions apply to yourfamily members who reside with you, anyone else who lives in your household,and any family members who do not live in your household but whose securitiestransactions are directed by you or are subject to your influence or control(such as parents or children who consult with you before they trade insecurities).  You are responsible forthe compliance of these other persons. A copy of AirNet’s “Statement of Company Policy Regarding SecuritiesTrades by Officers, Directors and Team Members” can be obtained from the ChiefFinancial Officer or the Secretary of AirNet.

 

AirNet expects that no director, officer orteam member will perjure himself or herself or obstruct justice whileassociated with or employed at AirNet.

 

•                  ***Work todeal fairly with AirNet’s customers, suppliers, vendors and team members.***

 

No officer, director or team member of AirNetshould take unfair advantage of anyone through manipulation, concealment, abuseof privileged information, misrepresentation of material facts or any otherunfair dealing practice.  Failure tonegotiate, perform or sell in good faith damages the reputation of AirNet andis not acceptable.  For example,material purchases should be made only after receiving quotes from multiplesuppliers.  AirNet does not sanctionoffering or making payments of any kind, whether of money, services orproperty, to any domestic or foreign governmental or other public official oremployee (whether a supplier, potential supplier, customer or potentialcustomer) or of providing personal benefits that are not clearly reasonable andbusiness-related to any employee, agent or representative of anynon-governmental organization seeking to or doing business with AirNet.  Special rules may apply when dealing withstate or local public officials such as Port Authorities and, as describedbelow, special rules will apply when dealing with the Federal government andits agencies.  In any event, offeringbribes, kickbacks, lavish gifts or entertainment to a customer or itspurchasing agent or any other person

 

2

----

 

employed by a customer in order to securebusiness is strictly prohibited.  Ifthere is any question as to whether any such personal benefit is clearlyreasonable and business-related, an officer or director should seekpre-approval from the Audit Committee, and a team member from the ChiefFinancial Officer.

 

All gifts made to any customer or potentialcustomer must be properly and promptly reported to the Accounting Department ofAirNet or recorded on expense reports. Business entertainment must be moderately scaled and clearly intended tocreate understanding and goodwill among business partners.  For example, if tickets to a sporting orcultural event are offered, the individual offering the ticket should plan toattend the event as well.  As a generalguideline, business entertainment in the form of meals and beverages isacceptable, as long as it is not lavish and does not become routine.  You should refer to the Expense ReportGuidelines for details on recording entertainment expenses for tax purposes.

 

•                  ***Contractingwith Agencies of the Federal Government***

 

When you are selling to or contracting withan agency of the Federal government, the offering or giving of any gifts isstrictly forbidden.  Governmentcontracts require that all team members associated with the contract follow theregulations of the Office of Federal Procurement Policy Act, as amended, whichis codified at 41 U.S.C. 423 and commonly known as the Procurement IntegrityAct.

 

The requirements of the Procurement IntegrityAct relate to contractors, such as AirNet, who seek procurement contracts fromthe Federal government in order to provide the government or one of itsagencies with goods or services.  ForAirNet, the majority of such relationships include air cargo transportation(scheduled - 481212; nonscheduled - 481112), charter services (481219) andpassenger charter (481211).

 

The Procurement Integrity Act provides thatno officer, team member or agent of AirNet may knowingly, directly orindirectly:

 

•                  Make any offer or promise of futureemployment or business opportunity to, or engage in any discussion of futureemployment or business opportunity with, any Federal procurement officer;

 

•                  Offer, give or promise to offer or give anygratuity, gift, favor, entertainment, loan or anything of monetary value to anyFederal procurement officer; or

 

•                  Solicit or obtain from any officer oremployee of a Federal agency, prior to the award of a contract, any contractorbid or proposal information, any other proprietary information or any sourceselection information regarding such procurement.

 

The Chief Executive Officer of AirNet isresponsible for establishing procedures to comply with the ProcurementIntegrity Act, including the requirement to obtain a written certificate ofcompliance from each officer, team member and/or agent who personally andsubstantially participates, or will participate, in the preparation orsubmission of a bid or offer under the Procurement Integrity Act.  The certification will state that theparticipant:  (1) is familiar with andwill comply with the requirements of the Procurement Integrity Act; and (2)will report immediately any information concerning a violation of theProcurement Integrity Act.

 

•                  ***ProtectAirNet’s assets, using them only for legitimate business purposes, and theconfidentiality of information entrusted by AirNet to an officer, director orteam member.***

 

Theft, carelessness and waste of AirNet’sassets have a direct impact on AirNet’s profitability and cannot betolerated.  You are entrusted with theuse of company assets and resources for legitimate business purposes.  Those individuals authorized to use funds ofAirNet are responsible for assuring that AirNet receives proper value in return.  The use of AirNet’s funds for personal,improper or illegal purposes is strictly prohibited and AirNet will takeappropriate action, including notifying the appropriate civil authorities, ifthis principle is violated and in any such case, disciplinary action will betaken.  Further, the use of any companyassets in a manner that is offensive, disruptive or destructive is prohibited.

 

AirNet’s property also includes confidentialinformation as well as certain corporate opportunities which may be disclosedto AirNet’s officers, directors or team members while carrying out their dutiesfor AirNet.  AirNet strives to provideinformation to team members and the public which is accurate, complete,relevant, timely and understandable.  Noofficer, director or team member of AirNet should disclose any suchconfidential information except when disclosure is authorized or legallymandated, or utilize such confidential information or corporate opportunity forhis or her own personal gain.  Eachofficer, director and team member has a duty to advance the best interests ofAirNet and, except with the prior approval of the Audit Committee, in the caseof an officer or director, or AirNet’s Chief Financial Officer, in the case ofa team member, to refrain from engaging in any conduct which may compete withAirNet or interfere with the AirNet’s pursuit of its business opportunities.

 

3

----

 

**THERE AREMANY OTHER POLICIES THAT ARE VERY IMPORTANT TO AIRNET AND ITS OPERATIONS, INCLUDINGTHOSE SET FORTH BELOW.  NOTHING HEREINSHALL RELIEVE ANY OFFICER, DIRECTOR OR TEAM MEMBER FROM COMPLYING WITH ANYOTHER APPLICABLE POLICY OF AIRNET.**

 

###### *Equal Employment Opportunity Employer*

 

It is the policy of AirNet to provide equalemployment opportunities without regard to race, color, religion, sex, nationalorigin, age, sexual orientation, disability or veteran status.  Team members will be hired, evaluated, andpromoted based on ability, performance, experience and achievement.  AirNet has a no tolerance policy against anyform of discrimination as well as any form of harassment including sexualharassment.

 

###### *Team Member Privacy*

 

Team member data is to be used for thepurpose of supporting company operations and providing team member benefits.  Matters regarding these records are to beaddressed to the Director of Human Resources.

 

*Drug and Alcohol*

 

AirNet is committed to providing a healthy,safe and drug/alcohol free work environment. The illegal use, sale or possession of drugs or other controlledsubstances while on company business or property is strictly prohibited.  Being under the influence of illegal drugsor alcohol while on company business or property is strictly prohibited andwill result in disciplinary action, up to and including termination ofemployment.  All team members aresubject to pre-employment drug testing as well as random testing as outlined byFAA and DOT regulations and AirNet policy.

 

Reporting Violations of Code of Ethics

 

AirNet expects full compliance with this Codeof Ethics.  In that regard, team membersare encouraged to report any violation of the Code of Ethics to theirsupervisor or team leader, to the Director of Human Resources or to the AuditCommittee.  Officers and directors areto report any violation of the Code of Ethics to the Audit Committee.  Reporting violations of the Code of Ethicsis not an act of disloyalty, but an action that shows a sense of responsibilityand fairness to fellow team members, customers, suppliers andshareholders.  Directors, officers andmanagers are expected to handle reported violations in a prompt andprofessional manner.  AirNet will notpermit any retaliation against a team member or an officer who appropriatelyreports a matter that he or she believes, in good faith, to be a violation ofthe Code of Ethics to the appropriate personnel.  Any such retaliation will result in disciplinary action,including the possible termination of employment.  Reports to the Audit Committee may be made on a confidentialbasis through the procedure established by the Audit Committee and summarizedbelow.

 

The procedures that team members may use toreport a possible violation of the Code of Ethics are as follows:

 

•                  Direct your inquiry to your immediatesupervisor, team leader and/or the Director of Human Resources.

 

•                  Contact the Mysafeworkplace.com Hotline toconfidentially and anonymously report your concern.  Mysafeworkplace.com may be contacted via e-mail atwww.mysafeworkplace.com or by calling their toll-free number at 800-461-9330.

 

•                  If your immediate supervisor does not resolveyour inquiry or if your immediate/local team leader is unclear or particularlysensitive to the concern (for example, if that individual is involved in thepossible violation), contact AirNet’s Director of Human Resources.

 

Any team member who is found to have violatedthe Code of Ethics may be subject to discipline, including termination ofemployment.

 

The Audit Committee shall investigate any andall violations of the Code of Ethics by any of AirNet’s officers ordirectors.  In the event that the AuditCommittee determines that a violation of the Code of Ethics has occurred, theAudit Committee shall be authorized to take any action it deems appropriate,including disciplinary action.  In theevent that the Audit Committee recognizes that a violation by an executiveofficer or a director has occurred but elects not to take any remedial or otheractions against the offending executive officer or director, AirNet shalldisclose the facts and circumstances of its election to waive the Code ofEthics by posting the same on AirNet’s website or by any other such meansrequired under applicable law or the requirements of the Securities andExchange Commission or the New York Stock Exchange.

 

4

----

 

Also, nothing in this Code of Ethics affectsthe general policy of AirNet that employment is at will and can be terminatedby AirNet at any time and for any or no reason.

 

*Acknowledgement of Code of Ethics*

 

All team members are required to read thisCode of Ethics and sign an acknowledgement form promising to uphold AirNet’scommitment to promoting an ethical working environment.  Abiding by the Code of Ethics is a conditionof employment at AirNet and any violation will result in disciplinary action.

 

Each director, officer and member of seniormanagement will be required annually to certify such individual’s compliancewith the Code of Ethics.  It isessential that each of these individuals engages in honest and ethical conductincluding the ethical handling of actual or apparent conflicts of interestbetween personal and professional relationships.  These individuals must avoid conflicts of interest, including thedisclosure to the Audit Committee of any material transaction or relationshipthat reasonably could be expected to give rise to such a conflict.

 

5

----

 

**TEAM MEMBER’S ACKNOWLEDGEMENT**

**OF**

**AIRNET SYSTEMS, INC.**

**CODE OF BUSINESS CONDUCT AND ETHICS**

 

The foregoing Code of Ethicswill not answer or resolve every question you may have.  If you are uncertain about what the rightthing to do is, you are encouraged to seek the advice and guidance of yoursupervisor, your team leader, the Director of Human Resources or the ChiefFinancial Officer of AirNet.

 

YOU MAY ALWAYS DIRECTLY REPORT ANY MATTER WHICH YOU BELIEVE, IN GOODFAITH, TO BE A VIOLATION OF THE FOREGOING CODE OF ETHICS TO THE AUDIT COMMITTEEON A CONFIDENTIAL BASIS.

 

*I have read and understand the foregoing Code of Ethics,have been given a copy to retain for my reference, and agree to be bound by itsterms.  I understand I can be subject todiscipline, dismissal from my job and prosecution under the law for violatingany of the above provisions of the Code of Ethics.*

 
|       |   |
|------------|--------|
| Print Name | SSN    |
|       |   |
|       |   |
| Signature  | Date   |

 

6

----

 

**OFFICER’S ACKNOWLEDGEMENT**

**OF**

**AIRNET SYSTEMS, INC.**

**CODE OF BUSINESS CONDUCT AND ETHICS**

 

The foregoing Code of Ethicswill not answer or resolve every question you may have.  If you are uncertain about what the rightthing to do is, you are encouraged to seek the advice and guidance of the ChiefFinancial Officer of AirNet.

 

YOU MAY ALWAYS DIRECTLY REPORT ANY MATTER WHICH YOU BELIEVE, IN GOODFAITH, TO BE A VIOLATION OF THE FOREGOING CODE OF ETHICS TO THE AUDIT COMMITTEEON A CONFIDENTIAL BASIS.

 

*I have read and understand the foregoing Code of Ethics,have been given a copy to retain for my reference, and agree to be bound by itsterms.  I understand I can be subject todiscipline, dismissal from my job and prosecution under the law for violatingany of the above provisions of the Code of Ethics.*

 
|       |   |
|------------|--------|
| Print Name | SSN    |
|       |   |
|       |   |
| Signature  | Date   |

 

7

----

 

**DIRECTOR’S ACKNOWLEDGEMENT**

**OF**

**AIRNET SYSTEMS, INC.**

**CODE OF BUSINESS CONDUCT AND ETHICS**

 

The foregoing Code of Ethicswill not answer or resolve every question you may have.  If you are uncertain about what the rightthing to do is, you are encouraged to seek the advice and guidance of outside counselto AirNet or other counsel designated by the Audit Committee of the Board ofDirectors.

 

YOU MAY ALWAYS DIRECTLY REPORT ANY MATTER WHICH YOU BELIEVE, IN GOODFAITH, TO BE A VIOLATION OF THE FOREGOING CODE OF ETHICS TO THE AUDIT COMMITTEEOF THE BOARD OF DIRECTORS OR TO THE FULL BOARD.

 

*I have read and understand the foregoing Code of Ethics,have been given a copy to retain for my reference, and agree to be bound by itsterms.  I understand I can be subject todiscipline, removal for cause from the Board of Directors and prosecution underthe law for violating any of the above provisions of the Code of Ethics.*

 
|       |   |
|------------|--------|
| Print Name | SSN    |
|       |   |
|       |   |
| Signature  | Date   |

 

8

----

 

***Federal Procurement Integrity ActCertification Copy***

** **

(ParticipatingOfficer, Team Member, Agent, Representative and/or Consultant)

 

Pursuant to the requirements of subsection 27(d)(7)(A) of the Office of Federal Procurement Policy Act, 41 U.S.C. 423(hereinafter the Act), and Sections 3.104-1 through 3.104-9 of the FederalAcquisition Regulation (FAR) and preparation and/or submission of bids and/oroffers for which the undersigned has participated or will participate  personally and substantially, the undersigneddeclares that:

 

I am familiar with, and will comply with, therequirements of subsection 27(a) of the Act and FAR 3.104-3 as follows:

 

During the course of any Federal agencyprocurement of property or services, I understand that I am prohibited fromknowingly, directly or indirectly:

 

1.               making any offer or promise of futureemployment or business opportunity to, or engaging in any discussion of futureemployment or business opportunity with any procurement official of suchagency;

 

2.               offering, giving, or promising to offer orgive any gratuity, gift, favor, entertainment, loan or anything of monetaryvalue to any procurement official of such agency; or

 

3.               soliciting or obtaining from any officer oremployee of such agency, prior to the award of a contract, any contractor bidor proposal information, any other proprietary information or any sourceselection information regarding such procurement; and that

 

I will report immediately to the officer orteam member of AirNet Systems, Inc. responsible for the offer or bid for anycontract or the modification of such contract, as the case may be, anyinformation concerning a violation or possible violation of subsections 27 (a),(b), (c), or (d) of the Act, as implemented in Section 3.104 of FAR.

 

In witness whereof, I have signed thiscertification this        day of                       ,20     .

 
| Signature:    |   |   |
|---------------|--------|--------|
|          |   |
| Printed Name: |   |   |
|          |   |
| Title:        |   |   |
|               |        |        |  |  |

 

9

----