**Exhibit 4.14**

 

**AIRNET SYSTEMS, INC.**

**Corporate Guaranty**

 

Borrower:  JETRIDE, INC.

 

LoanDocuments: all documents executed by Borrower in connection with Loan No.1000119650, including the Loan and Security Agreement (the “Loan Agreement”)and the Business Purpose Promissory Note

 

Financed Amount:                            $5,000,000.00

 

1.  For valuable consideration,the receipt of which is hereby acknowledged, the undersigned jointly andseverally unconditionally guarantee to BANC ONE LEASING CORPORATION (“Lender”)the full and prompt performance by the Borrower identified above (“Borrower”)of all Obligations (as defined in the Loan Documents) which Borrower now has ormay hereafter have to Lender, and jointly and severally unconditionallyguarantee the prompt payment when due (whether at scheduled maturity, uponacceleration or otherwise) of the Obligations, and all costs and expenses ofand incidental to collection of any of the foregoing, including reasonableattorneys’ fees.  In addition to coveringall present Obligations of Borrower to Lender, it is the undersigned’s expressintention that this Guaranty shall cover all future Obligations of Borrower toLender, whether or not such Obligations are reduced or entirely extinguishedand thereafter increased or are reincurred, which are related to the LoanDocuments identified above (“Loan Documents”), whether or not such Obligationsare specifically contemplated by the undersigned, Borrower, and Lender as ofthe date hereof.

 

2.  This is an absolute andunconditional guarantee of payment and not of collection.  As a condition of the liability of theundersigned, Lender shall not be required to resort to, enforce, or exhaust anyof its remedies against the Borrower or any other party who may be liable forpayment on any of the Obligations or to resort to, marshall, enforce, orexhaust any of its remedies against any property given, leased, or held assecurity for this Guaranty or any of the Obligations.

 

3.  The undersigned hereby waiveand grant to Lender the right at any time and from time to time, without noticeto the undersigned and without in any way affecting the liability of theundersigned, to extend other and additional credit, leases, loans or financialaccommodations to Borrower apart from the Obligations, to deal in any manner asit shall see fit with any of the Obligations of Borrower to Lender and with anyproperty given, leased, or held as security in connection with any of theObligations, including, but not limited to, (a) accepting partial payments onaccount of any of the Obligations, (b) granting extensions or renewals of allor any part of any of the Obligations, (c) releasing, surrendering, exchanging,dealing with, abstaining from taking, taking, abstaining from perfecting,perfecting, or accepting substitutes for any or all property given, leased, orheld as security in connection with any of the Obligations, (d) modifying,waiving, supplementing or otherwise changing any of the terms, conditions orprovisions contained in any of the Obligations and (e) the addition or releaseof any other party or person liable hereon, liable on the Obligations or liableon any other guaranty executed to guarantee any of Borrower’s Obligations.  The undersigned jointly and severally herebyagree that any and all settlements, compromises, compositions, accounts statedand agreed balances made in good faith between Lender and Borrower shall bebinding upon the undersigned.

 

4.  Every right, power anddiscretion herein granted to Lender shall be for the benefit of the successorsor assigns of Lender and of any transferee or assignee of any of theObligations covered by this Guaranty, pursuant to any assignment made underSection 17 of the Loan Agreement, and in the event any such Obligation shall betransferred or assigned, every reference herein to Lender shall be construed tomean, as to such Obligation, the transferee or assignee thereof.  This Guaranty shall be binding upon each ofthe undersigned’s executors, administrators, heirs, successors and assigns.

 

5.  This Guaranty shall continuein force for so long as Borrower shall be obligated to Lender, and thereafteruntil Lender shall have actually received written notice of the terminationhereof from the undersigned, it being contemplated that Borrower may borrow,lease, repay and subsequently borrow money from or lease property from, orbecome obligated to, Lender from time to time, and the undersigned, not havinggiven notice of the termination hereof as herein provided for, shall be deemedto have permitted this Guaranty to remain in full force and effect for thepurpose of inducing Lender to make further leases or loans to Borrower;provided, however, no notice of termination of this Guaranty shall affect inany manner the rights of Lender arising under this Guaranty with respect to thefollowing: (a) any of the Obligations incurred by Borrower in connection withthe Loan Documents, whether

 

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such obligation is in the formof a loan agreement or promissory note; or (b) any of the Obligations incurred by Borrower prior to receipt by Lenderof written notice of termination or any of the Obligations incurred afterreceipt of such written notice pursuant to a written agreement entered into byLender prior to receipt of such notice. The undersigned expressly waive notice of the incurring by Borrower ofany of the Obligations to Lender.  Theundersigned also waive presentment, demand of payment, protest, notice ofdishonor or nonpayment of or nonperformance of any of the Obligations.

 

6.  The undersigned hereby waiveany claims or rights which they might now have or hereafter acquire againstBorrower or any other person primarily or contingently liable on any of theObligations of Borrower, which claims or rights arise from the existence or performanceof the undersigned’s obligations under this Guaranty or any other guaranty orunder any instrument or agreement with respect to any leased property or anyproperty constituting collateral or security for this Guaranty or any otherguaranty, including, without limitation, any right of subrogation,reimbursement, exoneration, contribution, indemnification, or any right toparticipate in any claim or remedy of Lender or any other creditor which theundersigned now has or hereafter acquires, whether such claim or right arisesin equity, under contract or statute, at common law, or otherwise.

 

7.  Lender’s rights hereundershall be reinstated and revived, and this Guaranty shall be fully enforceable,with respect to any amount at any time paid on account of the Obligations whichthereafter shall be required to be restored or returned by Lender upon thebankruptcy, insolvency or reorganization of the Borrower, the undersigned, orany other person, or as a result of any other fact or circumstance, all asthough such amount had not been paid.

 

8.  The undersigned jointly andseverally agree to pay to Lender all costs and expenses, including reasonableattorneys’ fees, incurred by Lender in the enforcement or attempted enforcementof this Guaranty, whether or not suit is filed in connection therewith, or inthe exercise by Lender of any right, privilege, power or remedy conferred bythis Guaranty.

 

9.  In making their decision toguarantee all Obligations now existing or hereafter arising, the undersigned representand warrant that they have relied exclusively on their own independentinvestigation of Borrower and all property given, leased, or held as securityin connection with any of the Obligations. The undersigned agree that they have sufficient knowledge of theBorrower and of any property given, leased, or held as security in connectionwith any of the Obligations to make an informed decision about this Guarantyand agree that Lender has no duty or obligation to the undersigned to discloseany information in its possession or control about Borrower and property given,leased, or held as security in connection with any of the Obligations.  The undersigned warrant to Lender that theyhave adequate means to obtain from the Borrower on a continuing basis informationconcerning the financial condition of the Borrower and that they are notrelying on Lender to provide such information either now or in the future.

 

10.  As long as any indebtednessunder any of the Obligations remains unpaid or any credit is available toBorrower under any of the Obligations, the undersigned agree to furnish toLender:  (a) audited annual financialstatements setting forth the financial condition and results of operation ofthe undersigned (financial statements shall include balance sheet, incomestatement, changes in financial position and all notes thereto) within 120 daysof the end of each fiscal year of the undersigned; (b) quarterly financialstatements setting forth the financial condition and results of operation ofthe undersigned within 60 days of the end of each of the first three fiscalquarters of the undersigned; and (c) such other financial information as Lendermay from time to time reasonably request including, without limitation,financial reports filed by the undersigned with federal or state regulatoryagencies.

 

11.  No postponement or delay onthe part of Lender in the enforcement of any right hereunder shall constitute awaiver of such right.  The failure of anyperson or entity to sign this Guaranty shall not discharge the liability of anyof the undersigned.

 

12.  This Guaranty remains fullyenforceable irrespective of any claim, defense or counterclaim which theBorrower may or could assert on any of the Obligations including but notlimited to failure of consideration, breach of warranty, payment, statute offrauds, statute of limitations, fraud, bankruptcy, accord and satisfaction, andusury, same of which the undersigned hereby waive along with any standing bythe undersigned to assert any said claim, defense or counterclaim.

 

13.  This Guaranty contains theentire agreement of the parties and supersedes all prior agreements andunderstandings, oral or written, with respect to the subject matterhereof.  This Guaranty is not intended toreplace or supersede any other guaranty which the undersigned have entered intoor may enter into in the future.  Theundersigned may enter into additional guaranties in the future which may or maynot refer to the Loan Documents and such guaranties are not intended to replaceor supersede this Guaranty unless specifically provided in that additionalguaranty.

 

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14.  The interpretation,construction and validity of this Guaranty shall be governed by the laws of theState of Ohio.  With respect to anyaction brought by Lender against the undersigned to enforce any term of thisGuaranty, the undersigned hereby irrevocably consents to the jurisdiction andvenue of any state or federal court in Franklin County, Ohio, where Lender hasits principal place of business and where payments are to be made by Borrowerand the undersigned.

 

ALLPARTIES TO THIS GUARANTY, INCLUDING THE UNDERSIGNED AND LENDER, WAIVE ALLRIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BYANY PARTY AGAINST ANY OTHER PARTY ON ANY MATTER WHATSOEVER ARISING OUT OF, INCONNECTION WITH OR IN ANY WAY RELATED TO THIS GUARANTY.

 
| Date:                       | June  30, 2004                    |             |                |
|-----------------------------|-----------------------------------|------------------|---------------------|
|                        |                              |
| GUARANTOR:                  |                              |
|                        |                              |
| **AIRNET SYSTEMS, INC.**    |                              | /s/  John Gordon |                |
|                        | Witness  as to signature          |
| By:                         |   /s/  Gary W. Qualmann |             |                |
|                        | /s/  John Gordon                  |             |
| Title:                      | CFO                               |             | Print  witness name |
|                        |                              |
| Guarantor’s  Address:  |                              |
|                        |                              |
| 3939  International Gateway |                              |             |
|                        |                              |
| Columbus,  Ohio 43219       |                              |             |
|                             |                                   |                  |                     |  |  |  |  |  |

 

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