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                                                                    EXHIBIT 10.1

                              AIRNET SYSTEMS, INC.
                              AMENDED AND RESTATED
                            1996 INCENTIVE STOCK PLAN
                  (Reflects amendments through August 18, 1999)


        SECTION 1. Purposes. The purposes of the Amended and Restated AirNet
Systems, Inc. 1996 Incentive Stock Plan are to promote the interests of AirNet
Systems, Inc. and its shareholders by (a) attracting and retaining exceptional
executive personnel and other key employees of, and advisors and consultants to,
and directors of the Company and its Subsidiaries; (b) motivating such
employees, advisors and consultants and Eligible Directors by means of
performance-related incentives to achieve longer-range performance goals; and
(c) providing all long-term employees of the Company and its Subsidiaries with
the opportunity to participate in the long-term growth and financial success of
the Company.

        SECTION 2. Definitions. As used in the Plan, the following terms shall
have the meanings set forth below:

        "Award" shall mean any Option, Restricted Stock Award or Performance
Award but shall not include any Director Option, any Right to Purchase or any
Share issued pursuant to Section 10 of this Plan.

        "Award Agreement" shall mean any written agreement, contract or other
instrument or document evidencing any Award which may, but need not, be executed
or acknowledged by a Participant.

        "Board" shall mean the Board of Directors of the Company.

        "Cash Account" shall mean an account established for each Participant to
which amounts withheld through payroll deductions shall be credited to purchase
Shares under the provisions of Section 10.

        "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

        "Committee" shall mean a committee of the Board designated by the Board
to administer the Plan which shall satisfy the requirements contained in Section
1.162-27(c)(4) of the Final Regulations. The Committee shall be composed of not
less than the minimum number of persons from time to time required by Rule
l6b-3, each of whom shall be (a) a person from time to time permitted by the
rules promulgated under Section 16 of the Exchange Act in order for grants of
Awards to be exempt transactions under said Section 16; and (b) receiving
remuneration in no other capacity than as a director, except as permitted under
Section 1.162-27(e)(3) of the Final Regulations.

        "Company" shall mean AirNet Systems, Inc., together with any successor
thereto.

        "Covered Employee" shall mean any individual who, on the last day of the
Company's taxable year, is

                (a)     the chief executive officer of the Company or is acting
                        in such capacity; or

                (b)     among the four highest compensated officers (other than
                        the chief executive officer).

For this purpose, whether an individual is the chief executive officer or one of
the four highest compensated officers of the Company shall be determined
pursuant to the executive compensation disclosure rules under the Exchange Act.

        "Director Option" shall mean a Non-Qualified Stock Option granted to an
Eligible Director pursuant to Section 6(e) of the Plan. [Amended effective
August 18, 1999.]

        "Effective Date" shall mean the date on which the Plan is approved by
the shareholders of the Company.

        "Eligible Director" shall mean, on any date, a person who is serving as
a member of the Board but shall not include a person who is an Employee of the
Company or a Subsidiary or a person who was a member of the Board on May 1,
1996.

        "Employee" shall mean (a) an employee of the Company or of any
Subsidiary; and (b) except with respect to an Incentive Stock Option, a Right to
Purchase and the issuance of Shares under Section 10, an advisor or consultant
to the Company or to any Subsidiary.

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        "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

        "Fair Market Value" shall mean the fair market value of the property or
other item being valued, as determined by the Committee in its sole discretion,
provided that the fair market value of Shares shall be determined by reference
to the most recent closing price quotation or, if none, the average of the bid
and asked prices, as reported as of the most recent available date with respect
to the sale of Shares on any quotation system approved by the National
Association of Securities Dealers then reporting sales of Shares or on any
national securities exchange on which the Shares are then listed.

        "Final Regulations" shall mean the final regulations promulgated by the
Internal Revenue Service under Section 162(m) of the Code.

        "Incentive Stock Option" shall mean a right to purchase Shares from the
Company that is granted under Section 6 of the Plan and that is intended to meet
the requirements of Section 422 of the Code or any successor provision thereto.

        "Non-Qualified Stock Option" shall mean a right to purchase Shares from
the Company that is granted under Section 6 of the Plan and that is not intended
to be an Incentive Stock Option.

        "Offering" shall mean an opportunity provided by the Committee to
purchase Shares under the provisions of Section 10. Offerings may be consecutive
or concurrent, as determined by the Committee. The Committee shall designate the
maximum number of Shares that may be purchased under each Offering. Shares not
sold under one Offering may be offered again in any subsequent Offering.

        "Offering Effective Date" shall mean the first business day of the month
designated by the Committee as the start of the Offering Period applicable to an
Offering.

        "Offering Period" shall mean the duration of an Offering, as designated
by the Committee. The Offering Period for any Offering shall not exceed 12
months.

        "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option but shall not include a Director Option.

        "Participant" shall mean any Employee selected by the Committee to
receive an Award under the Plan. In addition, for purposes of Section 10, the
term "Participant" shall include any Employee who has satisfied the requirements
of such section to acquire Shares under the Plan.

        "Performance Award" shall mean any right granted under Section 8 of the
Plan.

        "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, government
or political subdivision thereof or other entity.

        "Plan" shall mean the AirNet Systems, Inc. Amended and Restated 1996
Incentive Stock Plan.

        "Restricted Stock" shall mean any Share granted under Section 7 of the
Plan.

        "Right to Purchase" shall mean an option to purchase Shares granted to a
Participant who elects to participate in an Offering under the provisions of
Section 10. A Right to Purchase granted for an Offering shall terminate
following the close of business on the Right to Purchase Date for that Offering
to the extent that such Right to Purchase is not exercised on such Right to
Purchase Date.

        "Right to Purchase Date" shall mean the last business day of an Offering
Period to purchase Shares under the provisions of Section 10.

        "Rule l6b-3" shall mean Rule l6b-3 as promulgated and interpreted by the
SEC under the Exchange Act, or any successor rule or regulation thereto as in
effect from time to time.

        "SEC" shall mean the Securities and Exchange Commission or any successor
thereto and shall include the staff thereof.


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        "Shares" shall mean the Common Shares, $0.01 par value, of the Company
or such other securities of the Company as may be designated by the Committee
from time to time.

        "Share Account" shall mean an account established for each Participant
who exercises a Right to Purchase under Section 10. A Participant's Share
Account will be credited with the number of Shares purchased on each Right to
Purchase Date and debited for the number of Shares withdrawn by the Participant
after such date.

        "Subsidiary" shall mean any corporation which, on the date of
determination, qualified as a subsidiary corporation of the Corporation under
Section 424(f) of the Code.

        "Substitute Awards" shall mean Awards granted in assumption of, or in
substitution for, outstanding awards previously granted by a company acquired by
the Company or with which the Company combines.

        "Ten Percent Shareholder" shall mean any shareholder who, at the time an
Incentive Stock Option is granted to such shareholder, owns (within the meaning
of Section 424(d) of the Code) more than ten percent of the voting power of all
classes of stock of the Company or a Subsidiary.

        "Year of Service" shall mean each 12 consecutive month period, beginning
on an Employee's date of hire with the Company or a Subsidiary (and
anniversaries of such date), during which an Employee is employed by the Company
or a Subsidiary. For this purpose, all service with the Company or a Subsidiary
prior to May 1, 1996 shall be included. Further, periods of service with the
Company or a Subsidiary which are interrupted by a termination of employment
(not including any authorized leave of absence) of more than two months shall
not be aggregated.

        SECTION 3.  Administration.

               (a) The Plan shall be administered by the Committee. Subject to
the terms of the Plan and applicable law, and in addition to other express
powers and authorizations conferred on the Committee by the Plan, the Committee
shall have full power and authority to: (i) designate Participants; (ii)
determine the type or types of Awards to be granted to an eligible Employee;
(iii) determine the number of Shares to be covered by, or with respect to which
payments, rights or other matters are to be calculated in connection with
Awards; (iv) determine the terms and conditions of any Award or Director Option;
(v) determine whether, to what extent and under what circumstances Awards may be
settled or exercised in cash, Shares, other securities, other Awards or other
property or canceled, forfeited or suspended; (vi) determine whether, to what
extent and under what circumstances cash, Shares, other securities, other
Awards, other property and other amounts payable with respect to an Award shall
be deferred either automatically or at the election of the holder thereof or of
the Committee; (vii) interpret and administer the Plan and any instrument or
agreement relating to, or Award or Director Option made under, the Plan; (viii)
establish, amend, suspend or waive such rules and regulations and appoint such
agents as it shall deem appropriate for the proper administration of the Plan;
and (ix) make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the Plan.

               (b) Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations and other decisions under or with
respect to the Plan or any Award or Director Option shall be within the sole
discretion of the Committee, may be made at any time and shall be final,
conclusive and binding upon all Persons, including the Company, any subsidiary,
any Participant, any holder or beneficiary of any Award or Director Option, any
shareholder and any Employee.

        SECTION 4.  Shares Available for the Plan.

               (a) Shares Available. Subject to adjustment as provided in
Section 4(b), the number of Shares available for issuance under the Plan shall
be 1,650,000. If any Shares covered by an Award or Director Option granted under
the Plan, or to which such an Award or Director Option relates, or any Shares
issued under Section 10, are forfeited, or if an Award or Director Option
otherwise terminates or is canceled without the delivery of Shares, then the
Shares which may be issued under this Plan, to the extent of any such
settlement, forfeiture, termination or cancellation, shall again be, or shall
become, Shares available for issuance, to the extent permissible under Rule
l6b-3. In the event that any Option, Director Option or other Award granted
hereunder is exercised through the delivery of Shares, the number of Shares
available under the Plan shall be increased by the number of Shares surrendered,
to the extent permissible under Rule l6b-3.

               (b) Adjustments. In the event that any dividend or other
distribution (whether in the form of cash, Shares, other securities or other
property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase, or exchange
of Shares or other securities of the Company, issuance of warrants or other
rights to purchase Shares or other securities of the Company, or other similar



                                       17
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corporate transaction or event affects the Shares such that an adjustment is
necessary in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall proportionately adjust any or all (as necessary) of (i) the
number of Shares or other securities of the Company (or number and kind of other
securities or property) which may be issued under the Plan; (ii) the number of
Shares or other securities of the Company (or number and kind of other
securities or property) subject to outstanding Awards; (iii) the number of
Shares or other securities of the Company (or number and kind of other
securities or property) and the purchase price per Share subject to purchase
under Section 10 hereof; and (iv) the grant or exercise price with respect to
any Award; provided, in each case, that with respect to Awards of Incentive
stock Options, no such adjustment shall be authorized to the extent that such
authority would cause the Plan to violate Section 422(b)(1) of the Code, as from
time to time amended. If, pursuant to the preceding sentence, an adjustment is
made to outstanding Options held by Participants, a corresponding adjustment
shall be made to outstanding Director Options and if, pursuant to the preceding
sentence, an adjustment is made to the number of Shares authorized for issuance
under the Plan, a corresponding adjustment shall be made to the number of Shares
subject to each Director Option thereafter granted pursuant to paragraph (iii)
of Section 6(e). [Last sentence of Section 4(b) amended effective August 18,
1999.]

               (c) Sources of Shares. Any Shares issued pursuant to the terms of
this Plan may consist, in whole or in part, of authorized and unissued Shares or
of treasury Shares.

        SECTION 5. Eligibility for Awards and Director Options. Any Employee,
including any officer or employee-director of the Company or any Subsidiary, who
is not a member of the Committee, shall be eligible to be designated a
Participant for purposes of receiving an Award under the Plan. Each Eligible
Director shall be eligible to receive Director Options in accordance with
Section 6(e) hereof. [Last sentence of Section 5 amended effective August 18,
1999.]

        SECTION 6.  Options and Director Options.

               (a) Grant. Subject to the provisions of the Plan, the Committee
shall have sole and complete authority to determine the Employees to whom
Options shall be granted, the number of Shares to be covered by each Option, the
option price therefor and the conditions and limitations applicable to the
exercise of the Option. The Committee shall have the authority to grant
Incentive Stock Options or to grant Non-Qualified Stock Options or to grant both
types of options. In the case of Incentive Stock Options, the terms and
conditions of such grants shall be subject to, and comply with, such rules as
may be prescribed by Section 422 of the Code, as from time to time amended, and
any regulations implementing such statute, including, without limitation, the
requirements of Code Section 422(d) which limit the aggregate Fair Market Value
of Shares for which Incentive Stock Options are exercisable for the first time
to $100,000 per calendar year. Each provision of the Plan and of each written
option agreement relating to an Option designated as an Incentive Stock Option
shall be construed so that such Option qualifies as an Incentive Stock Option,
and any provision that cannot be so construed shall be disregarded.

               (b) Exercise Price. The Committee shall establish the exercise
price at the time each Option is granted, which price, except in the case of
Options that are Substitute Awards, shall not be less than 100% of the per Share
Fair Market Value on the date of grant. Notwithstanding any provision contained
herein, in the case of an Incentive Stock Option, the exercise price at the time
such Incentive Stock Option is granted to any Employee who, at the time of such
grant, is a Ten Percent Shareholder, shall not be less than 110% of the per
Share Fair Market Value on the date of grant.

               (c) Exercise. Each Option shall be exercisable at such times and
subject to such terms and conditions as the Committee may, in its sole
discretion, specify in the applicable Award Agreement or thereafter; provided,
in the case of an Incentive Stock Option, a Participant may not exercise such
Incentive Stock Option after (i) the date which is ten years (five years in the
case of a Participant who is a Ten Percent Shareholder) after the date on which
such Incentive Stock Option is granted; or (ii) the date which is three months
(twelve months in the case of a Participant who becomes disabled, as defined in
Section 22(e)(3) of the Code, or who dies) after the date on which he ceases to
be an Employee of the Company or a Subsidiary. The Committee may impose such
conditions with respect to the exercise of Options, including without
limitation, any relating to the application of federal or state securities laws,
as it may deem necessary or advisable. The Committee shall have the right to
accelerate the exercisability of any Option or outstanding Option in its
discretion.

               (d) Payment. No Shares shall be delivered pursuant to any
exercise of an Option until payment in full of the option price therefor is
received by the Company. Such payment may be made in cash, or its equivalent or,
if and to the extent permitted by the Committee, by exchanging Shares owned by
the optionee (which are not the subject of any pledge or other security
interest) or by a combination of the foregoing, provided that the combined value
of all cash and cash equivalents and the Fair Market Value of any such Shares so
tendered to the Company as of the date of such tender is at least equal to such
option price.

               (e)    Director Options.


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               (i) On March 7, 1997, each individual then serving as an Eligible
        Director was granted an immediately exercisable Director Option to
        purchase 2,000 Shares at an exercise price per Share equal to the Fair
        Market Value on the date of grant.

               (ii) On August 19, 1998, each individual then serving as an
        Eligible Director was granted a Director Option to purchase 20,000
        Shares at an exercise price per share equal to the Fair Market Value on
        the date of grant. Each Director Option granted on August 19, 1998 shall
        vest and become exercisable as follows: (A) with respect to 20% of the
        Shares covered thereby on the grant date; and (B) with respect to an
        additional 20% of the Shares covered thereby on each of the first,
        second, third and fourth anniversaries of the grant date.

               (iii) Any individual who is a newly-elected or appointed Eligible
        Director after August 19, 1998 shall be granted a Director Option to
        purchase 20,000 Shares effective on the date of his appointment or
        election to the Board. Each Director Option granted in accordance with
        this paragraph (iii) of Section 6(e) shall be granted at an exercise
        price per Share equal to the Fair Market Value on the date of grant. In
        addition, each such Director Option shall vest and become exercisable as
        follows: (A) with respect to 20% of the Shares covered thereby on the
        grant date; and (B) with respect to an additional 20% of the Shares
        covered thereby on each of the first, second, third and fourth
        anniversaries of the grant date.

               (iv) The Board shall have the sole and complete authority to
        grant Director Options to the Eligible Directors in addition to those
        nondiscretionary Director Options granted in accordance with paragraphs
        (i) through (iii) of this Section 6(e). The Board shall have the
        authority to determine the date of grant of each such Director Option,
        the number of Shares covered by each such Director Option, and the date
        or dates when each such Director Option becomes exercisable. Any
        Director Option granted by the Board shall be granted at an exercise
        price per Share equal to the Fair Market Value on the date of grant.

               (v) Each Director Option granted to an Eligible Director on or
        after August 18, 1999 shall become immediately exercisable in full (A)
        by the Eligible Director if he retires from service as a director of the
        Company, (B) by the Eligible Director if he becomes disabled within the
        meaning of Section 22(e)(3) of the Code or (C) upon the death of an
        Eligible Director, by the Eligible Director's estate or by the person
        who acquires the right to exercise the Director Options of the Eligible
        Director upon his death by bequest or inheritance.

               (vi) Once vested and exercisable, each Director Option shall
        remain exercisable until the earlier to occur of the following two
        dates: (A) the tenth anniversary of the date of grant of such Director
        Option; or (B) three months (twelve months in the case of an Eligible
        Director who becomes disabled, as defined in Section 22(e)(3) of the
        Code, or who dies) after the date the Eligible Director ceases to be a
        member of the Board, except that if the Eligible Director ceases to be a
        member of the Board after having been convicted of, or pled guilty or
        nolo contendere to, a felony, each of his Director Options shall be
        canceled on the date he ceases to be a member of the Board.

               (vii) In the event the Company merges with another Person and the
        Company is not the survivor in the merger, or in the event all or
        substantially all of the Company's assets or stock is acquired by
        another Person, each Director Option shall immediately vest and become
        exercisable in full.

               (viii) An Eligible Director may pay the exercise price of a
        Director Option in the manner described in Section 6(d).

               [Section 6(e) amended effective August 18, 1999.]

        SECTION 7.  Restricted Stock.

               (a) Grant. Subject to the provisions of the Plan, the Committee
shall have sole and complete authority to determine the Employees to whom Shares
of Restricted Stock shall be granted, the number of Shares of Restricted Stock
to be granted to each Participant, the duration of the period during which, and
the conditions under which, the Restricted Stock will vest and no longer be
subject to forfeiture to the Company and the other terms and conditions of such
Awards. The Committee shall have the right to accelerate the vesting of any
Restricted Stock or outstanding Restricted Stock in its discretion.

               (b) Transfer Restrictions. Until the lapse of applicable
restrictions, Shares of Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered except as provided in the Plan or the applicable
Award Agreements. Certificates issued in respect of Shares of Restricted Stock
shall be registered in the name of the Participant and deposited by such
Participant, together with a stock power endorsed in blank, with the Company.



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Upon the lapse of the restrictions applicable to such Shares of Restricted
Stock, the Company shall deliver such certificates to the Participant or the
Participant's legal representative.

               (c) Payment of Dividends. Dividends paid on any Shares of
Restricted Stock may be paid directly to the Participant, or may be reinvested
in additional Shares of Restricted Stock, as determined by the Committee in its
sole discretion.

        SECTION 8.  Performance Awards.

               (a) Grant. The Committee shall have sole and complete authority
to determine the Employees who shall receive a Performance Award denominated in
cash or Shares; (i) valued, as determined by the Committee, in accordance with
the achievement of such performance goals during such performance periods as the
Committee shall establish; and (ii) payable at such time and in such form as the
Committee shall determine.

               (b) Terms and Conditions. Subject to the terms of the Plan and
any applicable Award Agreement, the Committee shall determine the performance
goals to be achieved during any performance period, the length of any
performance period, the amount of any Performance Award and the amount and kind
of any payment or transfer to be made pursuant to any Performance Award.

               (c) Payment of Performance Awards. Performance Awards may be paid
in a lump sum or in installments following the close of the performance period
or, in accordance with procedures established by the Committee, on a deferred
basis.

        SECTION 9.  Code Section 162(m) Limitations.

               (a) General Limitations. Any Awards issued under this Plan to
Covered Employees must satisfy the requirements of this Section 9.

               (b) Requirements For All Awards. Any Award issued to a Covered
Employee shall constitute qualified performance-based compensation. For this
purpose, an Award shall constitute qualified performance-based compensation to
the extent that:

                      (i) it is granted by the Committee on account of the
               attainment of one or more preestablished, objective performance
               goals established by the Committee, in accordance with the
               provisions of Section 1.162-27(e)(2) of the Final Regulations;

                      (ii) the material terms of the performance goal under
               which the Award is issued are disclosed to and subsequently
               approved by the shareholders of the Company, in accordance with
               the provisions of Section 1.162-27(e)(4) of the Final
               Regulations; and

                      (iii) the Committee certifies, in writing, prior to the
               payment of any compensation under the Award, that the performance
               goals and any other material terms were in fact satisfied.

               (c) Special Rules For Options. The grant of an Option to a
Covered Employee under the Plan shall satisfy the requirements of Section
9(b)(i) above to the extent that the following requirements are satisfied:

                      (i) subject to the provisions of Section 4(b), no Covered
               Employee shall receive Options for more than 200,000 Shares over
               any one-year period. For this purpose, to the extent that any
               Option is canceled (as described in Section 1.162-27(e)(2)(vi)(B)
               of the Final Regulations), such canceled Option shall continue to
               be counted against the maximum number of Shares for which Options
               may be granted to a Covered Employee under the Plan; and

                      (ii) under the terms of the Option, the amount of
               compensation that the Covered Employee may receive is based
               solely on an increase in the value of the Shares after the grant
               of the Option, unless the grant of such Option is contingent upon
               the attainment of a performance goal that otherwise satisfies the
               requirements of Section 9(b)(i) above.

               SECTION 10.  Stock Purchase Plan.


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        (a) Eligibility. Each Employee who has at least one Year of Service on
an Offering Effective Date shall be eligible to participate in the Offering
which is applicable to such Offering Effective Date. Nothing contained herein
and no rules and regulations prescribed by the Committee shall permit or deny
participation in any Offering contrary to the requirements of the Code
(including, without limitation, Sections 423(b)(3), 423(b)(4) and 423(b)(8)
thereof). Nothing contained herein and no rules and regulations prescribed by
the Committee shall permit any Participant to be granted a Right to Purchase:

               (i) if, immediately after such Right to Purchase is granted, such
Participant would own, and/or hold outstanding options or rights to purchase,
shares of the Company or of any Subsidiary, possessing five percent (5%) or more
of the total combined voting power or value of all classes of shares of the
Company or such Subsidiary; or

               (ii) which permits a Participant's rights to purchase Shares
under all employee stock purchase plans of the Company and of its Subsidiaries
to accrue at a rate which exceeds Twenty-Five Thousand Dollars ($25,000.00) of
Fair Market Value of Shares (determined as of the date such Right to Purchase is
granted) for each calendar year in which such Right to Purchase is outstanding
at any time.

For purposes of clause (a)(i) above, the provisions of Section 424(d) of the
Code shall apply in determining the stock ownership of each Participant. For
purposes of clause (a)(ii) above, the provisions of Section 423(b)(8) of the
Code shall apply in determining whether a Participant's Rights to Purchase and
other rights are permitted to accrue at a rate in excess of the permitted rate.

        (b) Purchase Price. The purchase price for a Share under each Offering
shall be determined by the Committee prior to the Offering Effective Date and
shall be stated as a percentage of the Fair Market Value of a Share on either
the Right to Purchase Date or the Offering Effective Date, whichever is the
lesser, but the purchase price shall not be less than the lesser of eighty-five
percent (85%) of the per share Fair Market Value of the Shares as of the
Offering Effective Date or eighty-five percent (85%) of the per share Fair
Market Value of the Shares as of the Right to Purchase Date for the Offering.

        (c) Participation in Offerings. Except as may be otherwise provided for
herein, each Employee who is eligible for and elects to participate in an
Offering shall be granted Rights to Purchase for as many Shares as he may elect
to purchase during that Offering, to be paid by payroll deductions during such
period. The Committee shall establish administrative rules and regulations
regarding the payroll deduction process for this Section 10, including, without
limitation, minimum and maximum permissible deductions; the timing for initial
elections, changes in elections and suspensions of elections during an Offering
Period; and the complete withdrawal by a Participant from an Offering. Amounts
withheld through payroll deductions under this paragraph shall be credited to
each Participant's Cash Account. Such amounts will be delivered to a custodian
for the Plan and held pending the purchase of Shares as described in paragraph
(e) of this Section 10. All amounts held in a Participant's Cash Account shall
bear interest at a rate as may be agreed upon by the Committee and the custodian
of the Plan. If a Participant withdraws entirely from an Offering (pursuant to
rules established by the Committee), his Cash Account balance will not be used
to purchase Shares on the Right to Purchase Date. Instead, the portion of the
Cash Account equal to the Participant's payroll deductions under the Plan during
the Offering Period will be refunded to the Participant without interest
(notwithstanding any provision contained herein). Such a Participant will not be
eligible to re-enroll in that Offering, but may resume participation on the
Offering Effective Date for the next Offering. In addition, the Committee may
impose such other restrictions on the right to withdraw from Offerings as it may
deem appropriate.

        (d) Grant of Rights to Purchase. Rights to Purchase with respect to
Shares shall be granted to Participants who elect to participate in an Offering.
Such Rights to Purchase may be exercised on the Right to Purchase Date
applicable to the Offering. The number of Shares subject to Rights to Purchase
on each Right to Purchase Date shall not exceed the number of Shares authorized
for issuance during the applicable Offering.

        (e) Exercise of Rights to Purchase. Each Right to Purchase shall be
exercised on the applicable Right to Purchase Date. Each Participant
automatically and without any act on his part will be deemed to have exercised a
Right to Purchase on each Right to Purchase Date to purchase the number of whole
and fractional Shares which the amount in his Cash Account at that time is
sufficient to purchase at the applicable purchase price. Any remaining amount
credited to a Participant's Cash Account after such application shall remain in
such Participant's Cash Account for use in the next Offering unless withdrawn by
the Participant. The Company shall deliver to the custodian of the Plan as soon
as practicable after each Right to Purchase Date a certificate for the total
number of Shares purchased by all Participants on such Right to Purchase Date.
The custodian shall allocate the proper number of Shares to the Share Account of
each Participant. If the aggregate Cash Account balances of all Participants on
any Right to Purchase Date exceeds the amount required to purchase all of the
Shares subject to Rights to Purchase on that Right to Purchase Date, then the
Shares subject to Rights to Purchase shall be allocated pro rata among the
Participants in the proportion that the number of Shares subject to Rights to
Purchase bears to the number of Shares that could have been purchased with such
aggregate amount available, if an unlimited number of Shares were available for


                                       21
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purchase. Any balances remaining in Participants' Cash Accounts due to over
subscription will remain in the Participants' Cash Accounts for use in the next
Offering unless withdrawn by the Participant.

        (f) Withdrawals From Share Accounts and Dividend Reinvestment. A
Participant may withdraw the Shares credited to his Share Account on a
first-in-first-out basis. The Committee shall establish rules and regulations
governing such withdrawals. All cash dividends paid, if any, with respect to the
Shares credited to a Participant's Share Account shall be added to the
Participant's Cash Account and thereby shall be applied to exercise Rights to
Purchase for Shares on the Right to Purchase Date next succeeding the date such
cash dividends are paid by the Company. An election to leave Shares with the
custodian shall constitute an election to apply the cash dividends with respect
to such Shares to the exercise of Rights to Purchase hereunder. Shares so
purchased shall be applied to the Shares credited to each Participant's Share
Account.

        (g) Termination of Employment. If the employment of a Participant
terminates for any reason, including death, disability, retirement or other
cause, his participation in this Section 10 of the Plan shall automatically and
without any act on his part terminate as of the date of termination of his
employment. As soon as practicable following the Participant's termination of
employment, the Company shall refund to such Participant (or beneficiary, in the
case of the Participant's death) any amount in his Cash Account which
constitutes payroll deductions, without interest, and the custodian shall
deliver to such Participant a share certificate issued in his name for the
number of whole Shares credited to his Share Account through prior Offerings.

        (h) Effect of Merger or Liquidation Involving the Company. In the event
the Company merges with another entity and the Company is not the surviving
entity, or in the event all or substantially all of the Company's assets or
stock is acquired by another entity, the Committee may, in connection with any
such transaction, cancel each outstanding Right to Purchase and refund sums
previously collected from Participants under the canceled Rights to Purchase,
or, in its discretion, cause each Participant with outstanding Rights to
Purchase to have his or her Rights to Purchase exercised immediately prior to
such transaction and thereby the balance of his or her Cash Account applied to
the purchase of Shares at the purchase price in effect for that Offering, which
would be treated as ending with the effective date of such transaction. The
balances of the Cash Accounts not so applied shall be refunded to the
Participants. In the event of a merger in which the Company is the surviving
entity, each Participant shall be entitled to receive, for each Share as to
which such Participant's Rights to Purchase are exercised, the securities or
property that a holder of one Share was entitled to receive in connection with
the merger. To the extent that this paragraph is inconsistent with any other
provision in this Plan, this paragraph shall control.

        SECTION 11.  Amendment and Termination.

               (a) Amendments to the Plan. The Board may amend, alter, suspend,
discontinue or terminate the Plan or any portion thereof at any time; provided
that no such amendment, alteration, suspension, discontinuation or termination
shall be made without shareholder approval if such approval is necessary to
comply with any tax or regulatory requirement, including for these purposes any
approval requirement which is a prerequisite for exemptive relief from Section
16(b) of the Exchange Act for which or with which the Board deems it necessary
or desirable to qualify or comply. Notwithstanding anything to the contrary
herein, the Committee may amend the Plan, subject to any shareholder approval
required under Rule l6b-3, in such manner as may be necessary so as to have the
Plan conform with local rules and regulations in any jurisdiction outside the
United States.

               (b) Amendments to Awards. Subject to the provisions of Section 9,
the Committee may waive any conditions or rights under, amend any terms of, or
alter, suspend, discontinue, cancel or terminate any Award theretofore granted,
prospectively or retroactively; provided that any such waiver, amendment,
alteration, suspension, discontinuance, cancellation or termination that would
impair the rights of any Participant or any holder or beneficiary of any Award
theretofore granted shall not to that extent be effective without the consent of
the affected Participant, holder or beneficiary.

               (c) Cancellation of Award. Any provision of this Plan (except
Section 9) or any Award Agreement to the contrary notwithstanding, the Committee
may cause any Award granted hereunder to be canceled in consideration of the
granting to the holder of an alternative Award having a Fair Market Value equal
to the Fair Market Value of such canceled Award.

        SECTION 12.  General Provisions.

               (a)    Nontransferability.

                      (i) Each Award, each Director Option and each Right to
               Purchase, and each right under any Award, any Director Option or
               any Right to Purchase, shall be exercisable during the
               Participant's or the Eligible Director's lifetime only by the
               Participant or the Eligible Director or, if permissible under



                                       22
<PAGE>

               applicable law, by the Participant's or the Eligible Director's
               guardian or legal representative or a transferee receiving such
               Award, Director Option or Right to Purchase pursuant to a
               qualified domestic relations order ("QDRO"), as determined by the
               Committee.

                      (ii) No Award, Director Option or Right to Purchase that
               constitutes a "derivative security," for purposes of Section 16
               of the Exchange Act, may be assigned, alienated, pledged,
               attached, sold or otherwise transferred or encumbered by a
               Participant or Eligible Director otherwise than by will or by the
               laws of descent and distribution or pursuant to a QDRO, and any
               such purported assignment, alienation, pledge, attachment, sale,
               transfer or encumbrance shall be void and unenforceable against
               the Company or any Subsidiary; provided that the designation of a
               beneficiary shall not constitute an assignment, alienation,
               pledge, attachment, sale, transfer or encumbrance.

               (b) No Rights to Awards. No Employee, Participant or other Person
shall have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Employees, Participants or holders or beneficiaries
of Awards. The terms and conditions of Awards need not be the same with respect
to each recipient.

               (c) Share Certificates. All certificates for Shares or other
securities of the Company or any Subsidiary delivered under the Plan shall be
subject to such stop transfer orders and other restrictions as the Committee may
deem advisable under the Plan or the rules, regulations and other requirements
of the SEC, any stock exchange or national securities association upon which
such Shares or other securities are then listed and any applicable federal or
state laws; and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions.

               (d) Withholding. A Participant or Eligible Director may be
required to pay to the Company or any Subsidiary and the Company or any
Subsidiary shall have the right and is hereby authorized to withhold from any
Award, Director Option or Share otherwise issued under the Plan, from any
payment due or transfer made under any Award or any Director Option or otherwise
under the Plan, or from any compensation or other amount owing to a Participant
or Eligible Director, the amount of any applicable withholding taxes in respect
of an Award, a Director Option or a Share otherwise issued under the Plan, its
exercise or any payment or transfer under an Award, under a Director Option or
otherwise under the Plan and to take such other action as may be necessary in
the opinion of the Company to satisfy all obligations for the payment of such
taxes. With respect to Participants who are not subject to Section 16 of the
Exchange Act, the withholding may be in the form of cash, Shares, other
securities, other Awards or other property as the Committee may allow. With
respect to Participants and Eligible Directors who are subject to Section 16 of
the Exchange Act, the withholding shall be in cash or in any other property
permitted by Rule 16b-3 as the Committee may allow. The Committee may provide
for additional cash payments to Participants or Eligible Directors to defray or
offset any tax arising from the grant, vesting, exercise or payments of any
Award or Share otherwise issued under this Plan.

               (e) Award Agreements. Each Award hereunder shall be evidenced by
an Award Agreement which shall be delivered to the Participant and shall specify
the terms and conditions of the Award and any rules applicable thereto,
including but not limited to the effect on such Award of the death, retirement
or other termination of employment of a Participant and the effect, if any, of a
change in control of the Company.

               (f) No Limit on Other Compensation Arrangements. Nothing
contained in the Plan shall prevent the Company or any Subsidiary from adopting
or continuing in effect other compensation arrangements, which may, but need
not, provide for the grant of options, restricted stock, shares and other types
of awards provided for hereunder (subject to shareholder approval if such
approval is required), and such arrangements may be either generally applicable
or applicable only in specific cases.

               (g) No Right to Employment. Eligibility for participation in this
Plan or the grant of an Award shall not be construed as giving a Participant the
right to be retained in the employ of the Company or any Subsidiary. Further,
the Company or a Subsidiary may at any time dismiss a Participant from
employment, free from any liability or any claim under the Plan, unless
otherwise expressly provided in the Plan or in any Award Agreement.

               (h) No Rights as Shareholder. Subject to the provisions of the
Plan and/or the applicable Award, no Participant or holder or beneficiary of any
Award, Director Option or Right to Purchase shall have any rights as a
shareholder with respect to any Shares to be distributed under the Plan until he
or she has become the holder of such Shares. Notwithstanding the foregoing, in
connection with each grant of Restricted Stock hereunder, the applicable Award
shall specify if and to what extent the Participant shall not be entitled to the
rights of a shareholder in respect of such Restricted Stock.

               (i) Governing Law. The validity, construction and effect of the
Plan and any rules and regulations relating to the Plan and any Award Agreement
shall be determined in accordance with the laws of the State of Ohio.


                                       23
<PAGE>

               (j) Severability. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction
or as to any Person or Award, or would disqualify the Plan or any Award under
any law deemed applicable by the Committee, such provision shall be construed or
deemed amended to conform to the applicable laws, or if it cannot be construed
or deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan or the Award, such provision shall be stricken
as to such jurisdiction, Person or Award and the remainder of the Plan and any
such Award shall remain in full force and effect.

               (k) Other Laws. The Committee may refuse to issue or transfer any
Shares or other consideration under the Plan if, acting in its sole discretion,
it determines that the issuance or transfer of such Shares or such other
consideration might violate any applicable law or regulation or entitle the
Company to recover the same under Section 16(b) of the Exchange Act, and any
payment tendered to the Company by a Participant, other holder or beneficiary in
connection with the issuance of such Shares shall be promptly refunded to the
relevant Participant, holder or beneficiary. Without limiting the generality of
the foregoing, no Award granted hereunder shall be construed as an offer to sell
securities of the Company, and no such offer shall be outstanding, unless and
until the Committee in its sole discretion has determined that any such offer,
if made, would be in compliance with all applicable requirements of the U.S.
federal securities laws.

               (l) No Trust or Fund Created. Neither the Plan nor any Award
shall create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Subsidiary and a Participant
or any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Subsidiary pursuant to the Plan, such rights
shall be no greater than the right of any unsecured general creditor of the
Company or any Subsidiary.

               (m) Rule l6b-3 Compliance. With respect to persons subject to
Section 16 of the Exchange Act, transactions under this Plan are intended to
comply with all applicable terms and conditions of Rule 16b-3 and any successor
provisions. To the extent that any provision of the Plan or action by the
Committee fails to so comply, it shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Committee.

               (n) Headings. Headings are given to the sections and subsections
of the Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.

               (o) No Impact on Benefits. Plan Awards or Shares otherwise issued
under this Plan shall not be treated as compensation for purposes of calculating
an Employee's rights under any employee benefit plan.

               (p) Indemnification. Each person who is or shall have been a
member of the Committee or of the Board shall be indemnified and held harmless
by the Company against and from any loss, cost, liability or expense that may be
imposed upon or reasonably incurred by him in connection with or resulting from
any claim, action, suit or proceeding to which he may be made a party or in
which he may be involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid by him in settlement
thereof, with the Company's approval, or paid by him in satisfaction of any
judgment in any such action, suit or proceeding against him, provided he shall
give the Company an opportunity, at its own expense, to handle and defend the
same before he undertakes to handle and defend it on his own behalf. The
foregoing right of indemnification shall not be exclusive and shall be
independent of any other rights of indemnification to which such persons may be
entitled under the Company's Articles of Incorporation or Regulations, by
contract, as a matter of law, or otherwise.

        SECTION 13.  Term of the Plan.

               (a) Effective Date. The AirNet Systems, Inc. 1996 Stock Incentive
Plan was effective as of May 1, 1996. The amendment and restatement of such Plan
shall be effective as of the date of its approval by the shareholders of the
Company.

               (b) Expiration Date. No Award or Right to Purchase shall be
granted under the Plan after May 1, 2006. Unless otherwise expressly provided
for in the Plan or in an applicable Award Agreement, any Award granted hereunder
may, and the authority of the Board or the Committee to amend, alter, adjust,
suspend, discontinue or terminate any such Award or to waive any conditions or
rights under any such Award shall, continue after May 1, 2006.


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