<PAGE>


                                                                   EXHIBIT 10.5


                              EMPLOYMENT AGREEMENT


      This Agreement is made as of January 1, 2001, between AIRNET SYSTEMS,
INC., (the "Company") and WILLIAM R. SUMSER (the "Employee"), who hereby
agree as follows:

      1.  EMPLOYMENT OF EMPLOYEE.  The Company hereby employs Employee and
Employee hereby accepts employment by the Company, under the terms and
subject to the conditions contained in this Agreement. The Company hereby
employs Employee as its Vice President, Finance, Chief Financial Officer and
Secretary.

      2.  TERM OF EMPLOYMENT.  Employee has been employed by the Company
since September 23, 1988, without written agreement. The term of Employee's
employment by the Company under this Agreement shall be for the period (the
"Initial Employment Period") beginning on the date of this Agreement and
ending on December 31, 2001; provided, that the Initial Employment Period
shall extend for successive one year periods (each a "Renewal Employment
Period" and, together with the Initial Employment Period, the "Employment
Period") unless either the Company or Employee provides the other party
notice of termination of this Agreement at least ninety (90) days prior to
the end of the Employment Period.

      3.  SERVICES.  Employee shall use his best efforts in performing the
duties of employment assigned to Employee pursuant to this Agreement in an
efficient, faithful and business-like manner. Employee shall report directly
to the Chief Executive Officer of the Company or such other officer
designated by the Chief Executive Officer. Employee shall perform such duties
as requested by, and have such authority to act on behalf of the Company as
may be conferred by, the Board of Directors. Employee shall devote his full
business time, attention, energy and skill to the business of the Company.
During the Employment Period, the Employee shall not engage in or perform any
outside consulting or other services for any person other than the Company or
any of its subsidiaries. Notwithstanding the previous sentence, the Employee
may serve as a director or trustee of any civil, fraternal, religious, public
interest or similar organization. During the term of this Agreement, the
primary place of employment for the Employee shall be the Greater Columbus
Ohio Metropolitan area, provided, however, that Employee shall be required to
travel as necessary or prudent to effectively and efficiently satisfy the
terms of his employment as set forth in this Agreement.

      4.  COMPENSATION.  For the services described in this Agreement, the
Employee shall receive an initial annual base salary of Two Hundred Thirty
Thousand ($230,000.00). On an annual basis, the Compensation Committee of the
Board of Directors will conduct a review of the Employee's performance and
determine whether the Employee's base salary should be adjusted. Pursuant to
such performance review, the Employee's base salary may be increased or
decreased. In the event that the Company adjusts the Employee's initial base
salary, the amount of the initial base salary, together with any
adjustment(s), shall be his base salary. Said base salary shall be payable in
equal installments in accordance with


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the regular payroll practices of the Company. Employee shall further be
entitled to receive a bonus according to the plans from time to time
established by, and subject to approval by, the Compensation Committee of the
Board of Directors.

      5.  OTHER EMPLOYEE FRINGE BENEFITS.

          (a)  IN GENERAL.  The Company shall further provide the Employee
with all health and life insurance coverages, sick leave and disability
programs, tax-qualified retirement plan contributions, stock option plans,
paid holidays and vacations, perquisites, and such other fringe benefits of
employment as the Company may provide from time to time to actively employed
senior executives of the Company.

          (b)  SUPPLEMENTAL BENEFITS.  The Company shall also provide the
Employee with the following supplemental benefits:

               (i)  VACATION.  The Employee will be entitled to total
vacation leave during the term of this Agreement of up to four (4) weeks per
year at such time as agreed between the Employee and the Company.

               (ii)  STOCK OPTION PLAN.  The Employee will be entitled to
participate in the AirNet Systems, Inc. Incentive Stock Plan, as may be
amended from time to time (the "Stock Plan"), a copy of which is attached
hereto as Exhibit A. The Employee's participation in the Stock Plan shall be
determined in accordance with the terms and conditions of the Stock Plan and
by the Board of Directors of the Company or the committee thereof
administering the Stock Plan.

               (iii)  OTHER.  The Employee will also be entitled to
participate in such other employee benefit plans, and shall receive such
additional fringe benefits, as the Board of Directors or the Compensation
Committee thereof may from time to time determine.

          (c)  EXPENSES.  The Company shall reimburse the Employee for all
reasonable expenses paid or incurred by Employee in the performance of his
duties under this Agreement. Such reimbursements shall be made in accordance
with the standard expense reporting, approval and reimbursement policies
maintained by the Company from time to time.

      6.  NON-COMPETITION.

          (a)  Except with the prior written consent of the Company, during
the Employment Period, and for a period of one (1) year immediately following
termination of his employment with the Company, whether voluntarily or
involuntarily or with or without Cause, the Employee shall not, directly or
indirectly for the benefit of Employee or others, either as principal, agent,
manager, consultant, partner, owner, employee, distributor, dealer,
representative, joint venturer, creditor or otherwise, engage in any work
involving any of the following: (i) any activity involving the delivery of
time


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<PAGE>

sensitive packages or which competes with any service or product of the
Company now in existence or in existence as of the Date of Termination; (ii)
the promotion, solicitation, attempt to solicit, license or sell, in any
geographic area where the Company or its successor in interest conducts
business of any product or service in competition with the products or
services of the Company; (iii) the solicitation, attempt to solicit,
management, maintenance, sale or license of any product or service in
competition with the products or services of the Company to any business
which was a customer of the Company during the one year period immediately
preceding the cessation of Employee's employment with the Company; and (iv)
the disclosure to any person of the names of any of the customers of the
Company or any other information pertaining to them unless such information
can be obtained from public sources.

          (b)  The Employee acknowledges that the business of the Company is
national in scope and the national scope is the reason for the geographic
scope and/or duration of the restrictions on competition and solicitation
provided in this Section 6. Satisfaction of the one (1) year period described
in this Section 6 shall be suspended during the time of any activity of the
Employee prohibited by this Section 6. In the event a court grants injunctive
relief to the Company for a failure of Employee to comply with the provision
contained in this Section 6, the noncompetition period shall commence anew
with the date such relief is granted.

          (c)  The restrictions provided in this Section 6 may be enforced by
the Company, by an action at law, or in equity, including but not limited to,
an action for injunction and/or an action for damages. The provisions of this
Section 6 constitute an essential element of this Agreement, without which
the Agreement would not have been affected by the Company. The provisions of
this Section 6 shall survive the termination of any other obligations of
Employee under this Agreement for a period necessary to enforce its
provisions. If the scope of any restriction contained in this Section 6 is
too broad to permit enforcement of such restriction to its fullest extent,
then such restriction shall be enforced to the maximum extent permitted by
law and the Employee hereby consents and agrees that such scope may be
judicially modified in any proceeding brought to enforce such restriction.

      7.  CONFIDENTIAL INFORMATION.  Employee hereby acknowledges that in the
course of his employment, Employee may receive, have access to or contribute
to confidential, proprietary information or trade secrets of the Company. In
consideration of Employee's initial and continued employment with the Company
and of Employee being given access to Confidential Information (as defined in
subparagraph (a) below), Employee agrees to the following:

          (a)  "Confidential Information" means all of the Company's
confidential and proprietary information and trade secrets in existence on
the date hereof or at any time during the Employee's employment, including,
but not limited to:

               (i)    All or any portion or phase of any and all information
                      constituting or relating to any and all products,
                      manufacturing


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<PAGE>

                      techniques, equipment, manufacturing and test data or
                      materials used or owned by or licensed to the Company,
                      whether fully or partially developed, which information is
                      used or usable by the Company in its business or by its
                      customers;

               (ii)   The whole or any portion or phase of any business plans,
                      financial information, purchasing data, supplier data,
                      accounting data or other financial information;

               (iii)  The whole or any portion or phase of any research and
                      development information, inventions, discoveries, patent
                      applications, ideas, designs, design procedures,
                      engineering drawings, sketches, renderings, other
                      drawings, computer programs, progress reports, algorithms
                      or processes or other technical information;

               (iv)   The whole or any portion or phase of any marketing or
                      sales information, sales records, customer lists, prices,
                      sales projections, costs, specifications, procurement and
                      sales activities and procedures, promotion and pricing
                      techniques, credit and financial data concerning customers
                      or other sales information; and

               (v)    Trade secrets, as defined by the laws of the State of
                      Ohio.

Notwithstanding the foregoing, Confidential Information shall not include
information which has been published, disseminated without obligation of
confidence or which has otherwise become a part of the public domain as of
the date hereof or at any time subsequent to the date hereof, (A) by or
through the affirmative action of the Company or (B) by or through any other
person who has received the prior written approval of the Company in
connection with such publication or dissemination.

          (b)  Employee acknowledges that all information, whether falling
within the above definition or otherwise, shall be presumed to be
Confidential Information if the Company takes measures designed to prevent
it, in the ordinary course of business, from being available to persons other
than those selected by the Company to have access thereto for limited
purposes.

          (c)  All information disclosed to Employee or to which Employee
obtains access during the period of Employee's employment, which Employee has
a reasonable basis to believe to be Confidential Information, shall be
presumed to be Confidential Information.

          (d)  Except as required as a part of Employee's duties at the
Company, Employee shall never, either during Employee's employment by the
Company or thereafter, disclose or use on Employee's own behalf or on behalf
of any person any Confidential


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<PAGE>

Information, as defined in subparagraph (a) hereof. Upon termination of
Employee's employment with the Company, regardless of whether such termination
is voluntary, involuntary or with or without Cause, all records of Confidential
Information, including but not limited to, all notes, memos, plans, records,
letters, reports, magnetic tapes, magnetic diskettes and other tangible
materials, including copies thereof in Employee's possession, whether prepared
by Employee or by others, shall be returned to the Company. Upon request at any
time during the term of employment or thereafter, Employee shall disclose to the
Company the names and addresses of any persons to whom any disclosure of
Confidential Information has been made and shall state to the Company what
disclosures have been made to such persons.

          (e)  Employee agrees to communicate to the Company promptly and
fully, and to assign to the Company, all inventions and technical or business
innovations, including, but not limited to, any and all products and
processes developed or conceived solely by Employee, or jointly with others,
during the term of Employee's employment, which are within the scope of the
Company's business as conducted on the date of this Agreement or at any time
during the term of Employee's employment with the Company, or which were
developed on the Company's time, or which utilized the Company's equipment,
materials or information. Employee further agrees to execute all necessary
papers, and otherwise to assist the Company, at the Company's sole expense,
to obtain patents or other legal protection as the Company deems fit, both
during and after Employee's term of employment with the Company. As to any
such inventions and technical or business innovations, any products or
processes, said inventions, innovations, products and processes, are to be
the property of the Company, and Employee shall have no proprietary interest
therein.

          (f)  Employee agrees and understands that there are significant
business reasons for entering into this Section 7 and that its restrictions
are reasonable and necessary to protect legitimate business interests of the
Company.

      8.  CERTAIN OTHER PROHIBITIONS.  During the Employment Period and for a
period of one (1) year immediately following the termination of his
employment with the Company, the Employee shall not, either directly or
indirectly, do any of the following: (i) solicit to hire or hire any employee
of the Company or (ii) participate as a shareholder, partner, joint venturer,
officer, director, employee, agent, solicitor, distributor, dealer or
representative, or have any direct or indirect financial interest (including
without limitation the interest of a creditor) with any person who solicits
to hire or hires any employee of the Company.

      9.  TERMINATION OF EMPLOYMENT.

          (a)  TERMINATION OF EMPLOYMENT BY THE COMPANY.  The Employee's
employment hereunder may be terminated by the Company without any breach of
this Agreement only under the following circumstances:


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               (i)  The Employee's employment hereunder shall terminate upon
his death and may be terminated by the Company in the event of his
Disability. For purposes of this Agreement, the term "Disability" shall mean
the inability of the Employee due to illness (mental or physical), accident,
or otherwise, to perform his duties for any period of one hundred twenty
(120) consecutive days, as determined by an independent physician selected by
the Company and reasonably acceptable to the Employee (or his legal
representative), provided that the Employee does not return to work on
substantially a full-time basis for at least five (5) consecutive business
days within thirty (30) days after Notice of Termination is given by the
Company pursuant to the provisions of Sections 9(c) and 9(d)(ii).

               (ii)  The Company may terminate the Employee's employment
hereunder for Cause. "Cause" shall be defined to include (i) any willful
breach of the material terms of this Agreement; (ii) any willful breach of
any material duty of employment assigned to the Employee pursuant to this
Agreement; (iii) material refusal to perform the duties of employment
assigned to Employee pursuant to this Agreement; (iv) theft or embezzlement
of a material amount of the Company's property; (v) fraud or (vi) indictment
for criminal activity not including minor misdemeanor traffic offenses.

          (b)  TERMINATION OF EMPLOYMENT BY EMPLOYEE.  The Employee may
terminate his employment at any time. However, he shall be deemed to have
terminated his employment for "Good Reason" only if he terminated his
employment by giving Notice of Termination pursuant to Sections 9(c) and
9(d)(iii) within ninety (90) days after the occurrence of any of the
following events (provided the Company does not cure such event within thirty
(30) days following its receipt of the Employee's Notice of Termination):

               (i)  Without the Employee's prior written consent, the Company
assigns the Employee to duties materially inconsistent in any respect with
his position, authority, duties or responsibilities as set forth in Section
1, or takes any other action that results in a material diminution in such
position, authority, duties or responsibilities, including, but not limited
to, failing to reappoint or reelect the Employee to any such position;

               (ii)  The Employee's base salary is reduced for any reason
other than in connection with the termination of his employment, except if
such base salary is reduced in connection with proportionate reductions in
the salaries of all other executive officers of the Company;

               (iii)  The assignment of the Employee, without his prior
written consent, to a Company office located outside of the Greater Columbus,
Ohio Metropolitan area;

               (iv)  The Company's failure to obtain an agreement from any
successor or assign of the Company to assume and to agree to perform this
Agreement;


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<PAGE>

               (v)  The Company provides notice of termination of this
Agreement pursuant to Section 2; or

               (vi)  The Company otherwise materially breaches its
obligations to make payments to the Employee under this Agreement.

          (c)  NOTICE OF TERMINATION.  Any termination of the Employee's
employment by the Company hereunder, or by the Employee other than
termination upon the Employee's death, shall be communicated by written
Notice of Termination to the other party. For purposes of this Agreement, a
"Notice of Termination" means a notice that shall indicate the specific
termination provision in this Agreement relied upon, and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Employee's employment under the provision so indicated.

          (d)  DATE OF TERMINATION.  For purposes of this Agreement, an
applicable "Date of Termination" means:

               (i)  If the Employee's employment is terminated by his death,
the date of his death.

               (ii)  If the Employee's employment is terminated by the
Company as a result of Disability pursuant to Section 9(a)(i), the date that
is thirty (30) days after Notice of Termination is given.

               (iii)  If the Employee terminates his employment for Good
Reason pursuant to Section 9(b), the date that is thirty (30) days after
Notice of Termination is given (provided that the Company does not cure such
event during that thirty-day period).

               (iv)  If the Employee terminates his employment other than for
Good Reason, the date the Notice of Termination is given.

               (v)  If the Employee's employment is terminated by the Company
for Cause pursuant to Section 9(a)(ii), the date the Notice of Termination is
given.

               (vi)  If the Employee's employment is terminated by the
Company other than for Cause or Disability, the date that is thirty (30) days
after Notice of Termination is given.

      10. AMOUNTS PAYABLE UPON TERMINATION OF EMPLOYMENT OR DURING DISABILITY.

          (a)  DEATH.  If the Employee's employment is terminated by his
death, the Employee's beneficiary (as designated by the Employee in writing
with the Company prior to his death) shall be entitled to the following
payments and benefits: (i) any portion of the Employee's base salary that is
accrued but unpaid, any vacation that is

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<PAGE>

accrued but unused (during the then current fiscal year only), and any
business expenses that are unreimbursed --all, determined as of the Date of
Termination and payable within thirty (30) days of such date and (ii) any
benefits resulting from the fringe benefits described in Section 5 upon the
Employee's death in accordance with the provisions of the plan or program
that provides each applicable fringe benefit. In the absence of a beneficiary
designation by the Employee, or, if the Employee's designated beneficiary
does not survive the Employee, benefits described in this Section 10(a) shall
be paid to the Employee's estate.

          (b)  DISABILITY.

               (i)  During any period that the Employee fails to perform his
duties hereunder as a result of incapacity due to physical or mental illness
("Disability Period"), the Employee shall continue to receive his base salary
and bonus at the rate then in effect for such period until his employment is
terminated pursuant to Section 9(a)(i); provided, however, that payments of
base salary and bonus so made to the Employee shall be reduced by the sum of
the amounts, if any, that were payable to the Employee at or before the time
of any such salary or bonus payment under any disability benefit plan or
plans of the Company and that were not previously applied to reduce any
payment of base salary or bonus.

               (ii).  Upon his termination of employment because of
Disability, the Employee shall be entitled to the following payments and
benefits:

                      (A)   Those described in Section 10(a);

                      (B)   for a period of twelve (12) months following his
                            Date of Termination, continuation of all fringe
                            benefits described in Section 5, except for group
                            medical insurance in effect at the Date of
                            Termination and except for the Stock Plan; and

                      (C)   For a period of eighteen (18) months following his
                            Date of Termination, continuation of the Company's
                            group medical insurance for the Employee and his
                            dependents, as in effect at the Date of
                            Termination.

          (c)  TERMINATION BY COMPANY WITHOUT CAUSE, OR TERMINATION BY
EMPLOYEE FOR GOOD REASON.  In the event that the Company terminates the
Employee's employment without Cause or the Employee terminates his employment
for Good Reason, the Employee shall be entitled to the following payments and
benefits:

               (i)  Those described in Section 10(b)(ii);


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<PAGE>


               (ii)     A continuation of payment of the Employee's base salary
                        as in effect on the Date of Termination for a period of
                        twelve (12) months from the Date of Termination;
                        PROVIDED that, if such Date of Termination occurs on or
                        after a Change in Control, the period shall be eighteen
                        (18) months rather than twelve (12) months;

               (iii)    As of his Date of Termination, the Employee shall become
                        fully vested in all employee benefit programs (other
                        than any tax qualified retirement or savings plan, the
                        Employee's interest in which shall vest in accordance
                        with such plan's terms), including, without limitation,
                        all stock options and awards under the Stock Plan, in
                        which he was a participant at the time of the
                        termination of his employment;

               (iv)     A single lump sum payment, payable within thirty (30)
                        days of the Date of Termination, equal to the Employee's
                        non-vested interest under any tax qualified retirement
                        or savings plan maintained by the Company which is
                        forfeited by the Employee under such plan's terms upon
                        his termination of employment;

               (v)      A single lump sum payment,  payable within thirty (30)
                        days of the  Date  of  Termination,  equal  to the pro
                        rata portion of any  non-discretionary  bonus that the
                        Employee  would  have  been  entitled  to  if  he  had
                        remained an employee  throughout the fiscal year, such
                        pro rata  portion  to be based on the  number  of days
                        from the  beginning  of such fiscal  year  through the
                        Date of Termination divided by 365; and

               (vi)     Employee's reasonable, out-of-pocket fees and expenses
                        in connection with outplacement services, in an amount
                        not to exceed $15,000.

          (d)  TERMINATION BY EMPLOYEE OTHER THAN FOR GOOD REASON OR
TERMINATION BY COMPANY FOR CAUSE.  In the event that the Employee terminates
his employment other than for Good Reason or the Company terminates his
employment for Cause, the Employee shall not be entitled to any compensation
except as set forth below:

               (i)      Any base salary that is accrued but unpaid, any vacation
                        that is accrued but unused (for the then current fiscal
                        year only), and any business expenses that are
                        unreimbursed -- as of the Date of Termination; and


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<PAGE>


               (ii)     Any other rights and benefits (if any) provided under
                        plans and programs of the Company, determined in
                        accordance with the applicable terms and provisions of
                        such plans and programs.

      11.  CHANGE IN CONTROL.  Immediately upon the occurrence of a "Change
in Control," the Employee shall become fully vested in all employee benefit
programs (other than any tax qualified retirement or savings plan, the
Employee's interest in which shall vest in accordance with such plan's
terms), including without limitation, all stock options or other awards under
the Stock Plan, in which he was a participant at the time of the Change in
Control. For purposes of this Agreement, the term "Change in Control" shall
mean the occurrence of any of the following events after the date of this
Agreement (i) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
fifty percent (50%) or more of the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in
the election of directors ("Voting Securities"); provided, however, that the
following acquisitions shall not constitute a Change in Control: (A) any
acquisition by the Company, (B) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company or (C) any acquisition by the Employee (or a group
including the Employee); (ii) the consummation of any reorganization, merger
or consolidation other than a reorganization, merger or consolidation which
would result in the Voting Securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into Voting Securities of the surviving entity) at least
fifty percent (50%) of the combined voting power of the Voting Securities of
the Company or such surviving entity outstanding immediately after such
reorganization, merger or consolidation; or (iii) the consummation of a plan
of complete liquidation of the Company or of an agreement for the sale or
disposition by the Company (in one transaction or a series of transactions)
of all or substantially all of the Company's assets.

      12.  EMPLOYEE'S CAPACITY.  Employee represents to the Company that he
has the capacity and right to enter into this Agreement and to perform all
his services and other obligations under this Agreement without any
restriction whatsoever by any other agreement, document, restrictive covenant
or other restriction.

      13.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO, WITHOUT REGARD TO THE
CONFLICTS OF LAWS PRINCIPLES THEREOF.

      14.  SEVERABILITY.  The intention of the parties to this Agreement is
to comply fully with all laws and public policies, and this Agreement shall
be construed consistently with all laws and public policies to the extent
possible. In the event a court of


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<PAGE>

competent jurisdiction determines any restriction set forth in this Agreement
to be unenforceable or contrary to law in whole or in part, then the
Company's rights under this Agreement shall be the maximum rights allowed by
law and the scope of such restriction shall be judicially modified to reflect
the Company's maximum rights thereunder. If and to the extent that any court
of competent jurisdiction determines that it is impossible to construe any
provision of this Agreement consistently with any law or public policy and
consequently holds that provision to be invalid, this holding shall in no way
affect the validity of the other provisions of this Agreement, which shall
remain in full force and effect.

      15.  COMPLETE AGREEMENT.  This document contains the entire agreement
between the parties and supersedes any prior discussions, negotiations,
representations, or agreements between them relating to employment of
Employee. No additions or other changes to this Agreement shall be made or
binding on any party unless made in writing and signed by all parties to this
Agreement.

      16.  NOTICES.  All notices required or permitted hereunder shall be in
writing and shall be deemed to be properly given if delivered personally, if
sent by certified or registered first class mail, postage prepaid, or if sent
by telegram, telex, telecopy, telecommunication or other similar form of
communication (with receipt confirmed), as follows:

           If to the Company, to:

                  AirNet Systems, Inc.
                  3939 International Gateway Drive
                  Columbus, Ohio  43219
                  Fax: (614)

           with a copy to:

                  Ronald A. Robins, Jr.
                  Vorys, Sater, Seymour and Pease LLP
                  52 East Gay Street
                  Columbus, Ohio 43215
                  Fax: (614) 719-4926

           If to Employee, to:

                  William R. Sumser
                  [address1]
                  [City], OH [zip]
                  Fax: (614)

or to such other person, address or facsimile number as any party may
designate by written notice. Any notice given by certified mail shall be
deemed to have been given and shall be


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<PAGE>

effective upon notice of receipt, refusal or unclaimed status after such
notice has been mailed to the notice address of the party to whom notice is
to be given.

      17.  SUCCESSORS.  This Agreement shall be binding upon,  inure to the
benefit of, and be enforceable by and against the respective heirs,  legal
representatives, successors and assigns of each party to this Agreement.

      18.  AMENDMENT AND WAIVER.  This Agreement may not be amended,
released, discharged, abandoned, changed or modified in any manner, except by
an instrument in writing signed on behalf of each of the parties hereto. The
failure of any party hereto to enforce at any time any of the provisions of
this Agreement shall in no way be construed to be a waiver of any such
provision, nor in any way to affect the validity of this Agreement or any
part thereof or the right of any party thereof to enforce each and every such
provision. No waiver or any breach of this Agreement shall be held to be a
waiver of any other or subsequent breach.

      19.  CAPTIONS.  The captions of the various sections of this Agreement
are not part of the context hereof but are labels to assist in locating those
sections and shall be ignored in construing this Agreement.

      20.  DEFINITION OF "COMPANY".  Unless the context otherwise requires,
the term the "Company" shall include AirNet Systems, Inc. and any parent,
subsidiary or affiliate corporation of AirNet Systems, Inc.

                           [SIGNATURE PAGE TO FOLLOW]


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<PAGE>

      IN WITNESS WHEREOF, the parties have set their hand effective as of the
date first written above.

EMPLOYEE:                                   AIRNET SYSTEMS, INC.



/s/ William R. Sumser                       By: /s/ Joel E. Biggerstaff
---------------------                           -----------------------
William R. Sumser                               Name:
                                                Title: Chief Executive Officer


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