<PAGE>


                                                                     EXHIBIT 4.4

                             SUBORDINATION AGREEMENT


        THIS SUBORDINATION AGREEMENT dated as of December 31, 1999 (this
"Agreement") is among BANK ONE, MICHIGAN, a Michigan banking corporation,
formerly known as NBD Bank, as agent (in such capacity, the "Agent") for the
Senior Lenders (as defined below), AIRNET MANAGEMENT, INC., an Ohio corporation
(the "Subordinated Lender"), and AIRNET SYSTEMS, INC., an Ohio corporation (the
"Company").

                                   BACKGROUND

        As an inducement for the Senior Lenders to continue to provide a credit
facility in favor of the Company, the Subordinated Lender has agreed to enter
into this subordination agreement to provide for the subordination of the
"Subordinated Indebtedness" to the "Senior Indebtedness", all on the terms and
conditions herein set forth.

                                   AGREEMENTS

        NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, the parties hereto agree as follows:

               1.     Definitions.

                      1.1    General Terms.  For purposes of this Agreement, the
following terms shall have the following respective meanings:

                      "Agreements" means, collectively, the Senior Lending
Agreements and the Subordinated Lending Agreements.

                     "Credit Agreement" means the Credit Agreement, dated as of
August 1, 1998, among the Company, the Senior Lenders and the Agent, as amended
by the First Amendment to Credit Agreement dated as of September 30, 1998 and as
further amended by the Second Amendment to Credit Agreement dated of even date
herewith, as further amended, supplemented, extended, modified, renewed,
restated, restructured, refinanced or replaced from time to time, and including
without limitation any agreement entered into in substitution therefor or
increasing the amount of available borrowings thereunder.

                     "Creditors" means, collectively, Senior Lenders and
Subordinated Lenders and their respective successors and assigns.

                     "Distribution" means any payment, whether in cash, in kind,
in securities or in any other property, or security therefor.

                     "Guarantor" means any Person at any time guaranteeing or
otherwise contingently liable for or otherwise supporting (including without
limitation any Person granting a Lien on any of its assets) the Senior
Indebtedness or the Subordinated Indebtedness.

                     "Holders of Subordinated Indebtedness" or "Subordinated
Lenders" means, collectively, the Subordinated Lender and any other Persons at
any time or in any manner acquiring any right to or interest in any of the
Subordinated Indebtedness.

                     "Insolvency Event" shall have the meaning set forth in
Section 2.2(c) hereof.

                     "Lien" means any pledge, assignment, hypothecation,
mortgage, deed of trust, security interest, deposit arrangement, option,
conditional sale or title retaining contract, sale and lease back transaction,
financing statement filing, intellectual property transfer or assignment filing,
lessor's or lessee's interest under any lease, subordination of any claim or
right, or any other type of lien, charge, assignment, encumbrance, preferential
arrangement or other claim or right.

                     "Obligations" means all present and future obligations for
principal, premium, interest, make whole payments, penalties, fees,
indemnifications, reimbursements, damages and other liabilities and obligations
under any of the Agreements and other documentation governing or relating to the
Senior Indebtedness or the Subordinated Indebtedness or otherwise owing pursuant
to the Senior Indebtedness or the Subordinated Indebtedness at any time.


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                     "Obligors" means, collectively, the Company and the
Guarantors.

                     "Payment Default" is defined in Section 2.2(d).

                     "Person" means an individual, a partnership, a corporation
(including a business trust), a joint stock company, a trust, an unincorporated
association, a joint venture, a limited liability company, a limited liability
partnership or other entity, or a government or any agency, instrumentality or
political subdivision thereof.

                     "Senior Indebtedness" means all present and future
indebtedness, obligations and liabilities of any kind owing by the Company, any
Guarantor or any other Person to Senior Lenders or any of them from time to time
under or pursuant to any of the Senior Lending Agreements, including, without
limitation, all principal, interest accruing thereon, reimbursement and other
Obligations owing pursuant to any letters of credit or similar documents,
indemnities, charges, expenses, fees and other Obligations chargeable to the
Company, any Guarantor or any such other Person by Senior Lenders or any of them
or otherwise due and payable at any time to the Senior Lenders or any of them,
(including without limitation all interest and fees and other amounts accruing
after commencement of any case, proceeding or other action relating to the
bankruptcy, insolvency or reorganization of the Company or any other Obligor,
whether or not an allowed claim). Senior Indebtedness shall continue to
constitute Senior Indebtedness, notwithstanding the fact that such Senior
Indebtedness or any claim for such Senior Indebtedness is subordinated, avoided
or disallowed under the federal Bankruptcy Code or other applicable law. Without
limiting the foregoing, Senior Indebtedness shall also include any indebtedness,
obligations and liabilities of the Company, any Guarantor or any such other
Person incurred in connection with a refinancing of the Senior Indebtedness.

                     "Senior Lenders" means the Agent and all lenders now or
hereafter parties to the Credit Agreement and any other Persons at any time or
in any manner acquiring any right to or interest in any of the Senior
Indebtedness.

                     "Senior Lending Agreements" means, collectively, the Credit
Agreement (as defined in this Agreement), and all promissory notes, guarantees,
pledge agreements, security agreements, mortgages, financing statements and
other agreements, instruments and documents from time to time entered into by
the Company, any Guarantor or any other Person to evidence, secure, guarantee or
otherwise relating in any way to, or executed in connection with, the Senior
Indebtedness, and all agreements, devices or arrangements providing for payments
which are relating to fluctuations of interest rates, exchange rates or forward
rates (including without limitation any interest rate, swap agreements, dollar
denominated or cross currency interest rate exchange agreements, forward
currency exchange agreements, interest rate cap or collar protection agreements,
forward rate currency or interest rate options, puts and warrants) entered into
by the Company with any Senior Lender or Affiliate of any Senior Lender at any
time, as all of the foregoing may be amended, modified, supplemented, extended,
renewed, restated or replaced from time to time.

                     "Subordinated Indebtedness" means all present and future
indebtedness, obligations and liabilities of any kind owing by the Company, any
Guarantor or any other Person to Subordinated Lenders or any of them from time
to time under or pursuant to any of the Subordinated Lending Agreements,
including, without limitation, all principal, interest accruing thereon,
reimbursement and other Obligations owing pursuant to any letters of credit or
similar documents, indemnities, charges, expenses, fees and other Obligations
chargeable to the Company, any Guarantor or any such other Person by
Subordinated Lenders or any of them or otherwise due and payable at any time to
the Subordinated Lenders or any of them, (including without limitation all
interest and fees and other amounts accruing after commencement of any case,
proceeding or other action relating to the bankruptcy, insolvency or
reorganization of the Company or any other Obligor, whether or not an allowed
claim). Without limiting the foregoing, Subordinated Indebtedness shall also
include any indebtedness, obligations and liabilities of the Company, any
Guarantor or any such other Person incurred in connection with a refinancing of
the Subordinated Indebtedness.

                     "Subordinated Lending Agreements" means, collectively, the
Subordinated Note and all guarantees, and other agreements, instruments and
documents from time to time entered into by the Company, any Guarantor or any
other Person to evidence, secure, guarantee or otherwise relating in any way to,
or executed in connection with, the Subordinated Note, and all agreements,
devices or arrangements providing for payments which are relating to
fluctuations of interest rates, exchange rates or forward rates (including
without limitation any interest rate, swap agreements, dollar denominated or
cross currency interest rate exchange agreements, forward currency exchange
agreements, interest rate cap or collar protection agreements, forward rate
currency or interest rate options, puts and warrants) entered into by the
Company with any Subordinated Lender at any time, as all of the foregoing may be
amended, modified, supplemented, extended, renewed, restated or replaced from
time to time.

                     "Subordinated Note" means the Subordinated Revolving Loan
Promissory Note due in October, 2009 in the principal amount of $100,000,000
dated as of October 1, 1999 of the Company payable to the Subordinated Lender,
as amended, modified, supplemented, extended, renewed, restated, restructured,
refinanced or replaced from time to time, and including any agreement entered
into in substitution thereof.


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                     1.2 Other Terms. Capitalized terms not otherwise defined
herein shall have the meanings given to them in the Credit Agreement.

                     1.3 Certain Matters of Construction. The terms "herein",
"hereof" and "hereunder" and other words of similar import refer to this
Agreement as a whole and not to any particular section, paragraph or
subdivision. Any pronoun used shall be deemed to cover all genders. Wherever
appropriate in the context, terms used herein in the singular also include the
plural and vice versa. All references to statutes and related regulations shall
include any amendments of same and any successor statutes and regulations. All
references to any instruments or agreements, including, without limitation,
references to any of the Senior Lending Agreements or Subordinated Lending
Agreements shall include any and all modifications or amendments thereto and any
and all extensions or renewals thereof.

               2. Covenants. The Company and each Holder of Subordinated
Indebtedness hereby covenant that until the Senior Indebtedness shall have been
irrevocably paid in full and satisfied in cash and the Credit Agreement and any
letters of credit issued pursuant thereto shall have been irrevocably
terminated, all in accordance with the terms of the Credit Agreement and the
other Senior Lending Agreements, each agrees and will comply with such of the
following provisions as are applicable to it:

                     2.1 Transfers; Etc. Each Holder of Subordinated
Indebtedness covenants it will not assign or otherwise transfer any of the
Subordinated Indebtedness or any of the Subordinated Lending Agreements without
the prior written consent of the Agent. Each Holder of Subordinated Indebtedness
covenants that any transferee from it of any Subordinated Indebtedness or any
Liens (if any) securing any Subordinated Indebtedness shall, prior to acquiring
such interest, execute and deliver a counterpart of this Subordination Agreement
to each other party hereto. The Company covenants that any holder of any
Subordinated Indebtedness at any time and any Guarantor shall promptly execute
and deliver a counterpart of this Subordination Agreement to each other party
hereto.

                     2.2 Subordinated Indebtedness Subordination Provisions. To
induce Senior Lenders to enter into the Credit Agreement and to make and
continue to make from time to time loans and advances thereunder,
notwithstanding any other provision of the Subordinated Indebtedness or the
Subordinated Lending Agreements to the contrary, any Distribution with respect
to the Subordinated Indebtedness is and shall be expressly junior and
subordinated in right of payment to all amounts due and owing upon all Senior
Indebtedness from time to time. Specifically, but not by way of limitation:

                            (a) Payments. Neither the Company nor any other
Obligor shall make any Distribution on the Subordinated Indebtedness until such
time as the Senior Indebtedness shall have been irrevocably paid in full in cash
and the Credit Agreement and any letters of credit issued pursuant thereto shall
have been irrevocably terminated.

                            (b) Limitation on Acceleration. No Holder of
Subordinated Indebtedness shall be entitled to accelerate the maturity of the
Subordinated Indebtedness, exercise any remedies with respect to the
Subordinated Indebtedness, commence or join with any other creditors in
commencing any bankruptcy, reorganization, receivership or insolvency proceeding
against the Company or any Obligor or commence any other action or proceeding to
recover any amounts due or to become due with respect to Subordinated
Indebtedness until such time as the Senior Indebtedness shall have been
irrevocably paid in full in cash and the Credit Agreement and any letters of
credit issued pursuant thereto shall have been irrevocably terminated.

                            (c) Prior Payment of Senior Indebtedness in
Bankruptcy, Etc. In the event of any insolvency or bankruptcy proceedings
relative to the Company or any other Obligor or any of their respective
property, or any receivership, liquidation, reorganization or other similar
proceedings in connection therewith, or, in the event of any proceedings for
voluntary liquidation, dissolution or other winding up of the Company or any
other Obligor or distribution or marshaling of its assets or any composition
with creditors of the Company or any other Obligor, whether or not involving
insolvency or bankruptcy, or if the Company or any other Obligor shall cease its
operations, call a meeting of its creditors or no longer do business as a going
concern (each individually or collectively, an "Insolvency Event") then all
Senior Indebtedness shall be paid in full in cash and the Credit Agreement
irrevocably terminated before any Distribution shall be made on account of any
Subordinated Indebtedness, provided, however, that Holders of Subordinated
Indebtedness may receive (and shall be entitled to retain) securities which are
subordinate to (at least to the extent that the Subordinated Indebtedness is
subordinate to the Senior Indebtedness pursuant to the terms hereof) the payment
of all Senior Indebtedness. Any such Distribution which would, but for the
provisions hereof, be payable or deliverable in respect of the Subordinated
Indebtedness, shall be paid or delivered directly to the Senior Lenders or their
representatives, in the proportions in which they hold the same, until all
amounts owing upon the Senior Indebtedness shall have been irrevocably paid in
full in cash and the Credit Agreement and any letters of credit issued pursuant
thereto have been irrevocably terminated.

                            (d) Power of Attorney. To enable the Senior Lenders
to assert and enforce its rights hereunder in any proceeding referred to in
Section 2.2(c) or upon the happening of any Insolvency Event, the Agent or any
other Person whom the Senior Lenders may designate is hereby irrevocably



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appointed attorney in fact for such Holder of Subordinated Indebtedness with
full power to act in the place and stead of such Holder of Subordinated
Indebtedness including the right to make, present, file and vote such proofs of
claim against the Company or any other Obligor on account of all or any part of
the Subordinated Indebtedness as Agent may deem advisable and to receive and
collect any and all dividends or other payments made thereon and to apply the
same on account of the Senior Indebtedness but excluding the right to exercise
voting or approvals rights. The Subordinated Lenders will execute and deliver to
the Senior Lenders such instruments as may be required by the Senior Lenders to
enforce any and all Subordinated Indebtedness, to effectuate the aforesaid power
of attorney and to effect collection of any and all dividends or other payments
which may be made at any time on account thereof.

                            (e) Payments Held In Trust. Should any Distribution
or the proceeds thereof, in respect of the Subordinated Indebtedness, be
collected or received by any Holder of Subordinated Indebtedness or any
Affiliate of any such holder at a time when the Holders of Subordinated
Indebtedness are not permitted, pursuant to the terms hereof, to receive any
such Distribution or proceeds thereof, then each Holder of Subordinated
Indebtedness will forthwith deliver, or cause to be delivered, the same to the
Senior Lenders in precisely the form held by such Holder of Subordinated
Indebtedness (plus any necessary endorsements) and, until so delivered, the same
shall be held in trust by each Holder of Subordinated Indebtedness, or any such
Affiliate, as the property of the Senior Lenders and shall not be commingled
with other property of such Holder of Subordinated Indebtedness or any such
Affiliate.

                            (f) Subrogation. Subject to the prior payment in
full in cash of the Senior Indebtedness and the irrevocable termination of the
Credit Agreement and all Letters of Credit issued pursuant thereto, to the
extent that Senior Lenders have received any Distribution on the Senior
Indebtedness which, but for this Agreement, would have been applied to the
Subordinated Indebtedness, the Subordinated Lenders shall be subrogated to the
then or thereafter rights of the Senior Lenders including, without limitation,
the right to receive any Distribution made on the Senior Indebtedness until the
principal of, interest on and other charges due under the Subordinated
Indebtedness shall be paid in full; and, for the purposes of such subrogation,
no Distribution to the Senior Lenders to which the Subordinated Lenders would be
entitled except for the provisions of this Agreement, and no delivery to the
Senior Lenders by the Subordinated Lenders pursuant to Section 2.2(g) hereof,
shall, as between the Company, its creditors (other than the Senior Lenders) and
the Subordinated Lender, be deemed to be a Distribution by the Company to or on
account of Senior Indebtedness, it being understood that the provisions hereof
are and are intended solely for the purpose of defining the relative rights of
the Subordinated Lenders on the one hand, and the Senior Lenders on the other
hand.

                      2.3    Liens.  The Company, the other Obligors and the
Subordinated Lenders acknowledge, agree and represent and warrant to the Senior
Lenders that there are not and will not be any Liens on or with respect to any
assets of the Company, any Guarantor or any other Obligor at any time to secure
all or any part of the Subordinated Indebtedness and any such Lien shall be null
and void.

               3.     Miscellaneous.

                      3.1    Scope of Subordination; Reliance.  The provisions
of this Agreement are solely to define the relative rights of the Holders of
Subordinated Indebtedness and the Senior Lenders. Nothing in this Agreement
shall impair, as between the Company and the Holders of Subordinated
Indebtedness, the unconditional and absolute obligation of the Company to
punctually pay the principal, interest and any other amounts and obligations
owing under the Subordinated Lending Agreements in accordance with the terms
thereof, subject to the rights of the Senior Lenders under this Agreement. The
Subordinated Lenders acknowledge and agree that this Agreement is, and is
intended to be, an inducement and a consideration to the Senior Lenders for
entering into the Senior Lending Agreements and lending and continuing to hold
any Senior Indebtedness, whether such Senior Indebtedness was created or
acquired before or after the issuance of the Subordinated Indebtedness, to
acquire and continue to hold such Senior Indebtedness, and the Senior Lending
Agreements were initially entered into in reliance on the Subordinated Lender's
agreement to execute this Agreement. The Senior Lenders shall be deemed
conclusively to have relied on such subordination provisions in acquiring and
continuing to hold the Senior Indebtedness.

                      3.2    Provisions of Subordinated Lending Agreements.
From and after the date hereof, the Company, each other Obligor and the
Subordinated Lenders shall cause each Subordinated Lending Agreement to contain
a provision to the following effect:

               "This [describe agreement/instrument] is subject to the
               Subordination Agreement, dated as of December 31, 1999, among the
               Company, the Holders of Subordinated Indebtedness (as defined
               therein) and Bank One, Michigan, as agent for the Senior Lenders,
               under which this [describe agreement/instrument] and the
               [Obligor's] obligations hereunder and other rights of the Holder
               are subordinated in the manner set forth therein to the prior
               payment of obligations to the holders of Senior Indebtedness as
               defined therein and all collateral security therefor."

Proof of compliance with the foregoing shall be promptly given to Senior
Lenders.


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                      3.3 Survival of Rights. The right of Senior Lenders to
enforce the provisions of this Agreement shall not be prejudiced or impaired by
any act or omitted act of any Senior Lender, the Company, any Guarantor or any
other Person, including forbearance, waiver, consent, compromise, amendment,
extension, renewal, or taking or release of security in respect of any Senior
Indebtedness or noncompliance by the Company, any Guarantor or any other Person
with such provisions, regardless of the actual or imputed knowledge of Senior
Lenders. In the event that the Senior Indebtedness is refinanced in full, each
Holder of Subordinated Indebtedness agrees at the request of such refinancing
party to enter into a subordination agreement on terms substantially the same as
this Subordination Agreement.

                      3.4 Amendments to Senior Lending Agreements. Nothing
contained in this Agreement, or in any other agreement or instrument binding
upon any of the parties hereto, shall in any manner limit or restrict the
ability of the Senior Lenders from increasing or changing the terms of the
Obligations under the Senior Lending Agreements, or to otherwise waive, amend or
modify the terms and conditions of the Senior Lending Agreements, in such manner
as the Senior Lenders and the Company shall mutually determine. Each Holder of
Subordinated Indebtedness hereby consents to any and all such waivers,
amendments, modifications and compromises, and any other renewals, extensions,
indulgences, releases of collateral or other accommodations granted by the
Senior Lenders to the Company or any other Obligor from time to time, and agrees
that none of such actions shall in any manner affect or impair the subordination
established by this Subordination Agreement in respect of the Subordinated
Indebtedness. Without limiting the foregoing, and without notice to or the
consent of the Subordinated Lender, the Senior Lenders may, at any time and from
time to time and without impairing or releasing the subordination herein made,
do any one or more of the following: (a) change the manner, place or terms of
payment, or change or extend the time of payment of the Senior Indebtedness, or
amend or supplement in any manner the documentation evidencing, securing or
relating to the Senior Indebtedness, or increase without limit the amount of the
Senior Indebtedness; (b) release any person liable in any manner for the payment
or collection of the Senior Indebtedness; (c) exercise or refrain from
exercising any rights with respect to the Senior Indebtedness against the
Company or any of its Subsidiaries, any Guarantor or any other person; (d) apply
any monies or other property paid by any person or otherwise available to the
Senior Indebtedness; (e) accept or release, or fail to perfect an interest in,
any collateral or security for the Senior Indebtedness; or (f) take or omit to
take any other action with respect to the Senior Indebtedness which may impair
or adversely affect the subordination herein made.

                      3.5 Notices. Any notice or other communication required or
permitted pursuant to this Agreement shall be deemed given (a) when personally
delivered to any officer of the party to whom it is addressed, (b) on the
earlier of actual receipt thereof or three (3) days following posting thereof by
certified or registered mail, postage prepaid, (c) upon actual receipt thereof
when sent by a recognized overnight delivery service or (d) upon actual receipt
thereof when sent by telecopier to the number set forth below with electronic
confirmation of receipt, in each case addressed to each party at its address set
forth below or at such other address as has been furnished in writing by a party
to the other by like notice:

         If to Senior Lenders:              c/o Bank One
                                            100 East Broad Street
                                            7th Floor
                                            Columbus, OH  43215
                                            Attn: Thomas E. Redmond
                                            Phone: 614-248-5540
                                            Fax: 614-248-5518



         If to the Subordinated Lenders:    AirNet Management, Inc.
                                            4700 E. Fifth Avenue
                                            Columbus, Ohio  43219
                                            Attention:  Julie Hughes, Controller
                                            Telephone:  614-236-3840
                                            Telecopier:  614-2381969


         If to Company:                     AirNet Systems, Inc.
                                            3939 International Gateway
                                            Columbus, Ohio  43219
                                            Attention:  William R. Sumser
                                            Telephone:  614-236-3850
                                            Telecopier:  614-237-7876


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                      3.6 Representations. The Subordinated Lender and the
Company each hereby represent and warrant that: (a) attached hereto as Exhibit A
is a true, correct and complete copy of the Subordinated Note, the sole original
of the Subordinated Note has been conspicuously imprinted with the legend
required by Section 3.2 hereof, and there are no other documents, agreements or
instruments evidencing, securing or relating in any way to the Subordinated
Indebtedness; (b) all Subordinated Lending Agreements are attached hereto as
Exhibit B, and there are no other documents, agreements or instruments
evidencing, securing or relating in any way to the Subordinated Indebtedness
other than those attached hereto as Exhibits A and B; (c) the Subordinated
Lender has not relied and will not rely on any representation or information of
any nature made by or received from the Senior Lenders in deciding to execute
this Agreement; (d) the Subordinated Lender has not heretofore assigned or
transferred any of the Subordinated Indebtedness, any interest therein or any
other rights pertaining thereto; (e) the Subordinated Lender has not heretofore
given any subordination in respect of the Subordinated Indebtedness; (f) the
execution, delivery and performance of this Agreement are within its corporate
powers, have been duly authorized and are not in contravention of law or, if
applicable, of the terms of its articles of incorporation or bylaws, or of any
law, order, judgment, decree, contract or undertaking to which it is a party or
by which it or any of its properties is bound or affected; and (g) this
Agreement constitutes the legal, valid and binding obligation of each of them,
enforceable against each in accordance with its terms.

                      3.7 Additional Covenants. Until all of the Senior
Indebtedness has been irrevocably paid in full in cash and the Credit Agreement
and any letters of credit issued pursuant thereto have expired or been
terminated, unless otherwise consented to by the Agent in writing: (a) the
Company and the Subordinated Lenders shall not assign, transfer, hypothecate or
modify, terminate, amend or supplement, or consent to any cancellation,
modification, termination, amendment or supplement of, any Subordinated Lending
Agreement or any of the other terms of the Subordinated Indebtedness; (b) the
Subordinated Lenders shall not hereafter give any subordination in respect to
the Subordinated Indebtedness; (c) the Company and the Subordinated Lenders will
not hereafter issue any instrument, agreement or other writing evidencing or
securing any part of the Subordinated Indebtedness or allow any liens or
securing interests on or with respect to any of its assets to secure any part of
the Subordinated Indebtedness, and the Subordinated Lenders will not receive any
such instrument, security or other writing of any such liens or securing
interests, and any such instrument, security or other writing and any such liens
or security interests shall be null and void; and (d) the Company and the
Subordinated Lenders shall give the Senior Lender prompt notice of any default
under the Subordinated Indebtedness.

                      3.8 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Michigan, without giving
effect to the choice of law principles of such State.

                      3.9 Counterparts. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one in the
same instrument and any of the parties hereto may execute this Agreement by
signing any such counterpart.

                      3.10 Amendments; Successors and Assigns. No provision of
this Agreement may be modified or waived except by an instrument or instruments
in writing signed by the Senior Lenders (or the requisite number of Senior
Lenders as may be required pursuant to the Senior Lending Agreements), the
Subordinated Lenders (or the requisite number of Subordinated Lenders as may be
required under the Subordinated Lending Agreements) and the Company. This
Agreement shall bind the parties hereto and their respective successors and
assigns, and shall inure to the benefit of their respective successors and
assigns.

                      3.11 This Agreement Controls. The subordination and
related provisions contained in this Agreement are in addition to and supplement
all debt subordination and other provisions contained in the Subordinated
Lending Agreements and any other instruments or agreements evidencing or
relating to the Subordinated Indebtedness in favor of or for the benefit of the
Senior Lenders; provided that, in the event of any conflict between this
Agreement and the Subordinated Lending Agreements or such other instruments and
agreements, the terms of this Agreement shall control.

                [The rest of this page intentionally left blank.]


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<PAGE>

        WITNESS the due execution of this Agreement as of the day and year first
above written.


                               BANK ONE, MICHIGAN,
                               as Agent for the Senior Lenders


                               By: ____________________________________
                                  Title:_______________________________


                               AIRNET SYSTEMS, INC.


                               By: ____________________________________
                                  Title:_______________________________


                               AIRNET MANAGEMENT, INC.


                               By: ____________________________________
                                  Title:_______________________________


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<PAGE>

                                    EXHIBIT A

                            Copy of Subordinated Note


                                       8
<PAGE>

                                    EXHIBIT B

                   Copy of all Subordinated Lending Agreements


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