Exhibit 2(a)

                     Plan and Agreement of Reorganization,
                           dated September 30, 1996,
                          between AirNet Systems, Inc.
                            and Float Control, Inc.

                            ________________________


                      PLAN AND AGREEMENT OF REORGANIZATION

     THIS PLAN AND AGREEMENT OF REORGANIZATION (the "Plan"),  entered into as of
September 30, 1996, by and between  AirNet  Systems,  Inc., an Ohio  corporation
("AirNet"), and Float Control, Inc., a Michigan corporation ("Float Control).

     In  consideration  of the  premises  and  the  respective  representations,
warranties,  covenants,  agreements and conditions hereinafter set forth, AirNet
and Float Control, intending to be legally bound hereby, agree as follows:

                                    ARTICLE I

                      AGREEMENTS WITH RESPECT TO THE MERGER

     1.1  MERGER.  (a)  Subject  to the  terms and  conditions  of this Plan and
subject to and in  accordance  with the Plan and Agreement of Merger among Float
Control,  AirNet and AirNet Merger Corporation ("Merger Corp."), a subsidiary of
AirNet to be formed in connection with the transactions  contemplated  hereby, a
copy of the form of which Plan and  Agreement  of Merger is  attached  hereto as
Exhibit A (the "Merger Agreement"), at the Effective Time (as defined in Section
2.2  hereof),  Merger  Corp.  shall be merged  with and into  Float  Control  in
accordance with applicable Michigan and Ohio laws and Float Control shall be the
surviving corporation (the "Surviving Corporation").  Each common share, without
par value, of Merger Corp. which is issued and outstanding  immediately prior to
the Effective Time shall,  by operation of law, become an issued and outstanding
common share, $1.00 par value per share, of the Surviving Corporation.

     (b) The  Merger  Agreement  provides  for the terms and  conditions  of the
Merger,  the mode of carrying the same into effect, and the manner of converting
the  outstanding  common  shares,  $1.00 par value per share (the "Float Control
Shares"),  of Float Control into common  shares,  $0.01 par value per share (the
"AirNet Common Shares"),  of AirNet. As more specifically provided by the Merger
Agreement,  each of the Float Control  Shares which is  outstanding  immediately
prior to the  Effective  Time  shall,  by virtue of the Merger and  without  any
action on the part of the holder  thereof,  be cancelled and converted  into the
right to receive  76.7677  AirNet  Common  Shares,  for an  aggregate of 230,299
AirNet  Common Shares to be issued in the Merger.  No  fractional  AirNet Common
Shares shall be issued in the Merger to holders of Float  Control  Shares.  Each
holder of Float  Control  Shares who would  otherwise  have been  entitled  to a
fraction of an AirNet Common Share shall receive,  in lieu thereof, an amount of
cash (without interest)  determined by multiplying the fractional share interest
to which such holder would be entitled by $12.375.  The number of AirNet  Common

                                      -1-
<PAGE>


Shares to be issued pursuant to the Merger has been determined by dividing $2.85
million by the closing  price for the AirNet Common  Shares,  as reported on The
Nasdaq Stock Market on the day before the  intention of AirNet to acquire  Float
Control was publicly announced.

     1.2 FUTURE  ACTION.  Each of AirNet,  Merger Corp.  and Float Control shall
take all such actions and execute all such documents, agreements and instruments
which may be necessary or appropriate to satisfy all legal  requirements  of the
States of Ohio and  Michigan,  so that the Merger  Agreement and the Merger will
become  effective on the terms and  conditions set forth in this Plan and in the
Merger Agreement.


                                   ARTICLE II

                                     CLOSING

     2.1 CLOSING DATE AND PLACE. The closing of the transactions contemplated by
this Plan and the  Merger  Agreement  (the  "Closing")  shall  take place at the
offices of Vorys, Sater, Seymour and Pease, 52 East Gay Street,  Columbus,  Ohio
43215,  on October 18, 1996,  commencing  at 10:00 a.m.,  local time, or at such
other  place and time and on such  other date as AirNet  and Float  Control  may
agree.

     2.2 EFFECTIVE  TIME.  The Merger shall become  effective on the date and at
the time of filing of a Certificate  of Merger with the Ohio  Secretary of State
in accordance  with Section 1701.81 of the Ohio Revised Code (or such later date
and time as may be specified in the Certificate of Merger so filed).  The filing
of such Certificate of Merger with the Ohio Secretary of State shall be preceded
by the  filing  of a  Certificate  of Merger  with the  Michigan  Department  of
Commerce in the form  required  by Section  450.1707  of the  Michigan  Business
Corporation Act. The term "Effective Time" shall mean the date and time when the
Merger becomes effective.


                                   ARTICLE III

                 REPRESENTATIONS AND WARRANTIES OF FLOAT CONTROL

     3.1 In order to induce  AirNet to enter into this Plan and to  perform  its
obligations  hereunder,  Float Control hereby  warrants and represents to AirNet
that:

     (a)  CORPORATE  STATUS.  Float  Control is a  corporation  duly  organized,
validly  existing and in good standing  under the laws of the State of Michigan,

                                      -2-
<PAGE>



and is in good standing as a foreign  corporation in each jurisdiction where the
properties owned, leased or operated,  or the business conducted,  by it require
such  qualification.  SCHEDULE  3.1(A)(1) lists each jurisdiction in which Float
Control  is  qualified  as a foreign  corporation.  Float  Control  has the full
corporate  power and authority to own its property,  to carry on its business as
presently  conducted  and,  subject  to  approval  of this  Plan and the  Merger
Agreement by the  shareholders  of Float Control,  to enter into and perform the
transactions  contemplated  in this  Plan  and the  Merger  Agreement.  SCHEDULE
3.1(A)(2)  sets forth  true and  complete  copies of the  Restated  Articles  of
Incorporation and Amended and Restated Bylaws of Float Control,  in each case as
amended to date. The minute books of Float Control contain complete and accurate
records  of  all  meetings  and  other  corporate  actions  of  Float  Control's
shareholders, Board of Directors and committees of directors.

     (b) CAPITALIZATION.  The authorized capital stock of Float Control consists
solely of 50,000 common shares, $1.00 par value per share, of which 3,000 common
shares are issued and outstanding (the "Float Control  Shares").  The record and
beneficial  owners of the Float  Control  Shares and the number of Float Control
Shares held by each such owner are as follows:

            Gerald G. Mercer        1,500 Float Control Shares
            Donald W. Wright          891 Float Control Shares
            Glenn M. Miller           186 Float Control Shares
            Charles A. Renusch        129 Float Control Shares
            Eric P. Roy                78 Float Control Shares
            Jeffrey Wright             60 Float Control Shares
            Guy S. King                45 Float Control Shares
            Lincoln L. Rutter          45 Float Control Shares
            Kendall W. Wright          45 Float Control Shares
            William R. Sumser          21 Float Control Shares

To the best  knowledge  of Float  Control,  Gerald G.  Mercer,  Glenn M. Miller,
Charles A.  Renusch,  Eric P. Roy, Guy S. King,  Lincoln L.  Rutter,  Kendall W.
Wright and William R. Sumser are  residents of the State of Ohio;  and Donald W.
Wright and Jeffrey  Wright are  residents  of either the State of Florida or the
State of Ohio.

     All of the  Float  Control  Shares  are  validly  issued,  fully  paid  and
non-assessable  and have been sold in compliance with all applicable federal and
state  securities laws, and none of the Float Control Shares have been issued in
violation  of  the  preemptive  rights  of  any  person.  Float  Control  has no
commitment  or  obligation  to  issue,  deliver  or  sell,  under  any  warrant,
subscription,  option,  stock purchase plan,  stock incentive  plan,  conversion
right or  otherwise,  or to purchase,  redeem or otherwise  acquire,  any of its
capital   stock.   Other   than  the   Shareholders'   Agreement,   made  as  of

                                      -3-
<PAGE>



______________,  1992,  among the  Shareholders  and Float  Control  (the  "1992
Shareholders'  Agreement"),  to the best of Float Control's knowledge,  no Float
Control Shareholder is a party to any option agreement,  voting trust agreement,
proxy  arrangement,  shareholders'  agreement or other agreement,  commitment or
understanding of any character  relating to any issued or unissued shares of the
capital stock of Float Control.  There are no  outstanding  or authorized  stock
appreciation rights,  phantom stock, profit participation or similar rights with
respect to Float Control.

     (c) CORPORATE AUTHORITY. All proceedings by the Board of Directors of Float
Control  necessary to authorize the execution,  delivery and performance of this
Plan and the Merger  Agreement  by Float  Control  and the  consummation  of the
transactions  contemplated  hereby and thereby have been duly and validly taken.
Except  for  the  approval  of  this  Plan  and  the  Merger  Agreement  by  the
shareholders  of Float Control,  no other  corporate  proceedings on the part of
Float Control are necessary to consummate the transactions so contemplated. This
Plan has been validly executed by a duly authorized officer of Float Control and
constitutes a valid and binding agreement of Float Control  enforceable  against
it in accordance with its terms.  Upon delivery of the Merger Agreement by Float
Control to AirNet,  the Merger Agreement will have been validly executed by duly
authorized  officers of Float  Control and will  constitute  a valid and binding
agreement of Float Control enforceable against it in accordance with its terms.

     (d)  TAXES.  Within the times and in the manner  prescribed  by law,  Float
Control has filed all tax returns and reports  required by  applicable  federal,
state and local laws to be filed by it. All such  returns  and reports are true,
complete and correct in all material  respects.  True copies of all such returns
and reports have been made available to AirNet. All taxes,  interest,  penalties
and assessments shown by such reports and returns to be due or claimed to be due
have been paid. No taxing authority has proposed any additional taxes, licenses,
assessments,  fees,  interest or  penalties in respect of Float  Control.  Float
Control has not been audited by any taxing authority. There is no issue relating
to any  such  tax and  information  returns  and  reports  that,  if  determined
adversely to Float Control,  could result in the assertion of any deficiency for
any tax,  fee,  interest or penalty in connection  therewith,  and Float Control
knows of no facts or  circumstances  which  could  give rise to any such  issue.
Float Control is not a party to any tax sharing, tax indemnity or tax allocation
agreement.  Float Control has not executed an extension or waiver of any statute
of  limitations on the assessment or collection of any tax due that is currently
in effect. For purposes of this Subsection 3.1(d), the terms "taxes" shall refer
to  all  federal,  state,  local  and  foreign  taxes,  assessments,  penalties,
deficiencies,  fees and other  governmental  charges and impositions  (including

                                      -4-
<PAGE>



without limitation all income tax, unemployment  compensation,  social security,
payroll, sales and use, excise, property franchise, ad valorem and any other tax
or similar governmental charge of imposition).

     (e) PROPERTY AND TITLE.  Float Control has no material  property other than
the 19% interest  which Float  Control  holds as a general  partner of The Check
Exchange System Co., an Ohio general  partnership  ("Check  Exchange"),  the 19%
interest  which Float  Control  holds in National  Returns  Clearinghouse,  Ltd.
("Returns"),  the  interest  of Float  Control in the  contracts  identified  on
SCHEDULE 3.1(M), the intellectual  property  identified on SCHEDULE 3.1(O) and a
bank account with The Huntington National Bank, Columbus, Ohio. Float Control is
in  rightful  possession  of,  and has good title to,  all of its  property  and
assets,  free and clear of all  security  interests,  liens,  pledges,  options,
hypothecations,  charges or  interests  of any  persons  whatsoever.  All of the
property of Float  Control is adequate  to continue to conduct  Float  Control's
business as it is presently  being  conducted.  Float  Control does not own, and
since  its  incorporation  has not  owned,  any  personal  property  or any real
property  or  conducted  any  business  other than in its  capacity as a general
partner  of Check  Exchange  and as a result of its  interest  in  Returns.  The
shareholders  of Float  Control hold no ownership  interest in any of the assets
used by Float Control in its business.

     (f) LEGAL PROCEEDINGS. There are no actions, suits, proceedings,  claims or
investigations  threatened  or  pending in any  court,  before any  governmental
agency or  instrumentality or in any arbitration  proceeding (i) against,  by or
affecting  Float Control or its  business,  prospects,  condition  (financial or
otherwise) or any of its assets; or (ii) against,  by or affecting Float Control
which would prevent the  consummation of this Plan or of any of the transactions
contemplated  hereby or declare the same to be unlawful or cause the  rescission
thereof.  Float Control is not a party to any judgment,  order, writ, injunction
or decree of any court or governmental entity.

     (g) NO CONFLICT.  Neither the  execution  and delivery of this Plan and the
Merger  Agreement  by Float  Control nor the  consummation  of the  transactions
contemplated by this Plan or the Merger Agreement will (i) violate any provision
of or result in the breach of or default  (or with notice or lapse of time would
result in a default)  under:  (a) any  provision of any federal,  state or local
law,  regulation,  ordinance,  order,  rule  or  administrative  ruling  of  any
governmental authority or instrumentality  applicable to Float Control or any of
its properties;  (b) the Restated  Articles of  Incorporation or the Amended and
Restated Bylaws of Float Control; (c) any agreement, instrument,  arrangement or

                                      -5-
<PAGE>



understanding  to which Float Control is a party or by which it may be bound; or
(d) any order,  judgment,  writ, injunction or decree of any court,  arbitration
panel,  or any  governmental  agency  or  instrumentality  applicable  to  Float
Control;  (ii) result in the creation or acceleration of any security  interest,
claim, lien, charge or encumbrance of any kind whatsoever upon any of the assets
of Float Control;  or (iii) in any way affect or violate the terms or conditions
of, or result in the  cancellation,  modification,  revocation or suspension of,
any  license,  approval,  certificate,  permit  or  authorization  held by Float
Control.

     (h) SUBSIDIARIES.  Other than the 19% interest which Float Control holds as
a general  partner of Check  Exchange and the 19% interest  which Float  Control
holds in Returns, Float Control does not own, directly or indirectly, any shares
of any  corporation or any interest or investment in any  partnership,  business
trust or other unincorporated entity.

     (i) BROKERS,  FINDERS,  AND OTHERS. There are no fees or commissions of any
sort whatsoever claimed by, or payable by Float Control to, any broker,  finder,
intermediary or any other.

     (j) EMPLOYEES. Float Control has no employees.

     (k) INSURANCE. Float Control maintains no policies of insurance.

     (l) CONSENTS.  No consent,  approval,  authorization  of or filing with any
governmental  authority or any third party (other than the shareholders of Float
Control)  is  required  on the  part of Float  Control  in  connection  with the
execution or delivery of this Plan or the Merger  Agreement or the  consummation
of the transactions contemplated hereby or thereby, which has not been obtained.

     (m) CONTRACTS.

     (i) SCHEDULE 3.1(M) sets forth a list, identifying by dates and parties, of
all  material   contracts,   agreements,   obligations  and   commitments   (the
"Contracts")  to which  Float  Control is a party or by which it is bound.  True
copies of all of the Contracts have been made available to AirNet. Float Control
has  substantially  performed all obligations  required to be performed by it to
date  under  all  of the  Contracts  and is  not  in  default  under  any of the
Contracts,  and  neither  Float  Control  nor,  to the best of  Float  Control's
knowledge, any other party is in default under any of the Contracts.

     (ii)  RESTRICTIONS ON CONDUCT OF BUSINESS.  Float Control is not restricted
by commitment (including,  without limitation,  any non-competition agreement or

                                      -6-
<PAGE>



covenant) from carrying on its business as carried on at the date hereof.

     (n) TITLE TO THE  SHARES.  The Float  Control  Shareholders  are the record
owners  of,  and,  to the  best of  Float  Control's  knowledge,  have  good and
marketable  title to, the Float  Control  Shares,  free and clear of any and all
covenants, conditions, restrictions, security agreements, equities, voting trust
arrangements, liens, charges, encumbrances, options and adverse claims or rights
("Encumbrances") other than the restrictions set forth in the 1992 Shareholders'
Agreement.  Upon  consummation  of the  Merger,  AirNet  will  acquire  good and
marketable  title to the all of the  issued  and  outstanding  shares of capital
stock  of  Float  Control,  of  any  class,  free  and  clear  of  any  and  all
Encumbrances.

     (o) INTELLECTUAL PROPERTY. SCHEDULE 3.1(O) sets forth a list of any and all
interests in any United States or foreign patent, patent application,  invention
disclosure,  trade  secret,  trademark,  trademark  registration,   trade  name,
copyright,  copyright registration or application for any of the foregoing owned
or held by Float Control. To the best of Float Control's knowledge,  the conduct
of  business  by Float  Control  does not  conflict  with or  infringe  upon any
patents,  trademarks,  trade secrets, copyrights or trade names of others. Float
Control  is not aware  that the  conduct of any third  party  conflicts  with or
infringes upon any patents, trademarks, trade secrets, copyrights or trade names
of Float Control.

     (p)   COMPLIANCE   WITH  LAW.   No   licenses,   franchises,   permits  and
authorizations are necessary for the lawful conduct of Float Control's business.
The business of Float  Control is being  conducted  in all material  respects in
compliance with all applicable statutes, laws, ordinances, rules and regulations
of any  federal,  state,  local or foreign  governmental  bodies,  agencies  and
subdivisions having, asserting or claiming jurisdiction over it or over any part
of its  operations,  and Float  Control has not received any notice within three
(3)  years  of the date  hereof  asserting  or  alleging  noncompliance  with or
violation of any such statutes, laws, ordinances, rules and regulations.

     (q) DISCLOSURE. No representation or warranty by Float Control contained in
this Plan,  and no statement  contained  in any  certificate  or other  document
(including any Schedule)  furnished by Float Control to AirNet  pursuant  hereto
contains any untrue  statement  of a material  fact or omits to state a material
fact  necessary  to  make  the  statements  contained  therein  and  herein  not
misleading, in the light of the circumstances under which made.


                                      -7-
<PAGE>



                                   ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES OF AIRNET

     4.1 In order to induce Float Control to enter into this Plan and to perform
its  obligations  hereunder,  AirNet  hereby  warrants and  represents  to Float
Control that:

     (a) CORPORATE  STATUS.  AirNet is a  corporation  duly  organized,  validly
existing  and in good  standing  under the laws of the State of Ohio,  and is in
good standing as a foreign corporation in each jurisdiction where the properties
owned,  leased or  operated,  or the  business  conducted,  by it  require  such
qualification.  AirNet has the full  corporate  power and  authority  to own its
property,  to carry on its business as presently conducted and to enter into and
perform the transactions contemplated in this Plan and the Merger Agreement.

     (b) CORPORATE PROCEEDINGS. All corporate proceedings of AirNet necessary to
authorize the  execution,  delivery and  performance of this Plan and the Merger
Agreement by AirNet and the consummation of the transactions contemplated hereby
and  thereby,  including  the  issuance  of  the  AirNet  Common  Shares  to the
shareholders of Float Control,  have been duly and validly taken.  This Plan has
been validly  executed by a duly authorized  officer of AirNet and constitutes a
valid and binding agreement of AirNet enforceable  against it in accordance with
its terms. Upon delivery of the Merger Agreement by AirNet to Float Control, the
Merger Agreement will have been validly executed by duly authorized  officers of
AirNet and Merger Corp.  and will  constitute  a valid and binding  agreement of
AirNet and of Merger Corp.  enforceable  against each of them in accordance with
its terms.

     (c) LEGAL PROCEEDINGS. There are no actions, suits, proceedings,  claims or
investigations  threatened  or  pending in any  court,  before any  governmental
agency  or  instrumentality  or in any  arbitration  proceeding  against,  by or
affecting  AirNet which would prevent the consummation of this Plan or of any of
the transactions contemplated hereby or declare the same to be unlawful or cause
the rescission thereof.

     (d) NO CONFLICT.  Neither the  execution  and delivery of this Plan and the
Merger Agreement by AirNet nor the consummation of the transactions contemplated
by this Plan or the Merger Agreement will (i) violate any provision of or result
in the breach of or default (or with  notice or lapse of time would  result in a
default)  under:  (a)  any  provision  of  any  federal,  state  or  local  law,
regulation,  ordinance, order, rule or administrative ruling of any governmental
authority or instrumentality  applicable to AirNet or any of its properties; (b)
the  Amended  Articles  or  the  Regulations  of  AirNet;   (c)  any  agreement,

                                      -8-
<PAGE>



instrument,  arrangement or understanding to which AirNet is a party or by which
it may be bound; or (d) any order,  judgment,  writ, injunction or decree of any
court,   arbitration  panel,  or  any  governmental  agency  or  instrumentality
applicable  to  AirNet;  (ii)  result in the  creation  or  acceleration  of any
security  interest,  claim,  lien,  charge or encumbrance of any kind whatsoever
upon any of the  assets of AirNet;  or (iii) in any way  affect or  violate  the
terms or conditions of, or result in the cancellation,  modification, revocation
or suspension of, any license,  approval,  certificate,  permit or authorization
held by AirNet.

     (e) FILING OF  REPORTS.  Since May 29,  1996,  the date on which the common
shares,  $0.01 par  value,  of AirNet  became  registered  under the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"), AirNet has filed with the
Securities  and  Exchange  Commission  (the  "SEC") all  documents  and  reports
(including  all  amendments,   exhibits  and  schedules  thereto  and  documents
incorporated  by  reference  therein)  required to be filed by AirNet  under the
Exchange Act and the  Securities  Act of 1933, as amended (the "1933 Act"),  and
the rules and regulations  promulgated by the SEC thereunder ("AirNet Reports").
The AirNet Reports,  as of their  respective  dates (as amended through the date
hereof),  did not contain  any untrue  statement  of a material  fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements therein, in view of the circumstances under which they were made, not
misleading.

     (f) AIRNET COMMON SHARES. The AirNet Common Shares,  upon their issuance by
AirNet to the  shareholders  of Float Control upon  consummation  of the Merger,
will be duly authorized, validly issued, fully paid and non-assessable, free and
clear of any encumbrances  other than the securities law restrictions  described
in Section 5.4.

     (g) BROKERS,  FINDERS,  AND OTHERS. There are no fees or commissions of any
sort  whatsoever  claimed  by, or  payable by AirNet  to,  any  broker,  finder,
intermediary or any other.

     (h) CONSENTS.  No consent,  approval,  authorization  of or filing with any
governmental  authority  or any third party is required on the part of AirNet in
connection  with the execution or delivery of this Plan or the Merger  Agreement
or the consummation of the transactions  contemplated  hereby or thereby,  which
has not been obtained.

     (i) COMPLIANCE  WITH LAW. The business of AirNet is being  conducted in all
material respects in compliance with all applicable statutes,  laws, ordinances,
rules and  regulations  of any  federal,  state,  local or foreign  governmental
bodies,  agencies and subdivisions  having,  asserting or claiming  jurisdiction

                                      -9-
<PAGE>



over it or any part of its  operations,  and AirNet has not  received any notice
within three (3) years of the date hereof  asserting  or alleging  noncompliance
with or violation of any such statutes, laws, ordinances, rules and regulations.

     (j) DISCLOSURE.  No  representation or warranty by AirNet contained in this
Plan, and no statement contained in any certificate or other document (including
any Schedule)  furnished by AirNet to Float Control pursuant hereto contains any
untrue  statement of a material fact or omits to state a material fact necessary
to make the statements contained therein and herein not misleading,  in light of
the circumstances under which made.


                                    ARTICLE V

                            COVENANTS OF THE PARTIES

     5.1 CONDUCT OF BUSINESS OF FLOAT  CONTROL.  Float  Control  covenants  with
AirNet that  throughout  the period from the date of this Plan to and  including
the Closing:

     (a) CONDUCT OF BUSINESS. Float Control's business will be conducted only in
the ordinary and usual course and in the same manner as it has  previously  been
conducted.

     (b)  CHANGES IN  BUSINESS  AND  CAPITAL  STRUCTURE.  Except  with the prior
express written consent of AirNet,  Float Control will not: (i) sell,  transfer,
mortgage, pledge or subject to any lien or otherwise encumber any of its assets;
(ii)  become  bound by,  enter  into or  perform  any  contract,  commitment  or
transaction  which is other than in the ordinary course of its business or which
would cause or result in its being unable to perform its obligations  under this
Plan or the Merger  Agreement;  (iii)  declare or pay any  dividends or make any
distributions  on its issued  and  outstanding  capital  stock;  (iv)  purchase,
redeem, retire or otherwise acquire any of its capital stock; (v) issue or grant
any capital  stock or any option or right to acquire  any of its capital  stock;
(vi) amend its  Restated  Articles  of  Incorporation  or Amended  and  Restated
Bylaws;  (vii) merge or  consolidate  with any other  corporation  or  otherwise
reorganize; (viii) incur any material obligation or liability other than current
liabilities  and obligations  incurred in the ordinary course of business;  (ix)
waive or cancel any right of  material  value or  material  debts;  (x) take any
action that would result in any of its  representations or warranties  contained
in this Plan not being true and correct;  or (xi) enter into any agreement to do
any of the foregoing.


                                      -10-
<PAGE>



     (c)  PERFORMANCE  OF  OBLIGATIONS.  Float  Control  will perform all of its
obligations  under  any  and  all  agreements   relating  to  or  affecting  its
properties, rights and business.

     (d) MAINTENANCE OF BUSINESS  ORGANIZATION.  Float Control will maintain and
preserve  its  business   organization   intact  and  maintain  the   respective
relationships of persons having business relationships with it.

     (e) ACCESS TO INFORMATION.  Float Control will take all action necessary to
afford the officers and designated  representatives of AirNet full access during
normal business hours to: (i) all of Float Control's properties, books, records,
tax returns and reports,  financial statements,  contracts and commitments,  and
any work  papers  relating  to any of the  foregoing;  (ii) all such  documents,
copies of  documents  and  information  concerning  its  affairs  as AirNet  may
reasonably  request;  and (iii) Float Control's  officers and directors in order
that AirNet may have full  opportunity  to make such  investigation  as it shall
desire to make of the business and affairs of Float Control.  No action taken or
investigation  made by or on behalf of AirNet  contemplated  by this  Subsection
5.1(e) shall affect the  representations  and  warranties  of Float  Control set
forth in this Plan.

     (f)  NO  SHOPPING.   Neither   Float  Control  nor  any  of  the  officers,
representatives  or agents  of Float  Control  shall,  directly  or  indirectly,
encourage or solicit or hold  discussions or  negotiations  with, or provide any
information  to,  any  person,  entity  or  group  (other  than  AirNet  and its
representatives)  concerning  any  merger,  consolidation,  sale of  substantial
assets not in the ordinary  course of business,  sale of shares of capital stock
or similar transactions involving Float Control (an "Acquisition  Transaction").
Float  Control  will  promptly  communicate  to AirNet the terms of any proposal
which Float Control may receive in respect of any Acquisition  Transaction,  and
the nature and terms of any inquiry in respect of any Acquisition Transaction by
any third party of which Float Control obtains knowledge.

     5.2 APPROVAL OF FLOAT  CONTROL  SHAREHOLDERS.  Float  Control will take all
steps  necessary to duly call, give notice of, convene and hold a meeting of its
shareholders  as soon as reasonably  practicable for the purpose of securing the
approval of shareholders of this Plan and the Merger Agreement.

     5.3  EXECUTION OF MERGER  AGREEMENT.  Float Control will enter into and use
its best  efforts to  consummate  the Merger  Agreement.  AirNet  will cause the
organization  of Merger Corp.  AirNet will enter into, and cause Merger Corp. to
enter into and execute, the Merger Agreement.

                                      -11-
<PAGE>



     5.4 SECURITIES LAW MATTERS.

     (a) AirNet and Float Control will  cooperate  with each other and use their
best efforts to prepare all  necessary  documentation,  to effect all  necessary
filings  and to take all  action  required  to be  taken  under  any  applicable
securities  laws in  connection  with the issuance of the AirNet  Common  Shares
pursuant to Section 1.1 hereof and the Merger Agreement.  AirNet shall also take
any action  required  to be taken in order that the AirNet  Common  Shares to be
issued pursuant to Section 1.1 hereof and the Merger  Agreement shall, as of the
Effective Time, be listed on The Nasdaq Stock Market.

     (b) Float Control understands that the AirNet Common Shares to be issued to
the  shareholders of Float Control pursuant to the Merger will be issued without
registration  under the 1933 Act or the securities laws of any state in reliance
upon specific exemptions therefrom. To the best knowledge of Float Control, each
shareholder of Float Control is an "accredited investor" as that term is defined
in Regulation D promulgated under the 1933 Act. Float Control  understands,  and
shall cause each  shareholder  of Float Control to be notified  that, the AirNet
Common Shares to be issued pursuant to the Merger may not be sold or transferred
unless they are registered  under the 1933 Act and any applicable state or other
securities  laws, or unless  exemptions  from  registration  under such laws are
available.  Float  Control  understands  that AirNet shall have no obligation to
register the AirNet  Common Shares under any  securities  laws or to maintain in
effect any  registration  of such AirNet  Common Shares which may be made at any
time.

     (c) Float Control hereby acknowledges, and shall notify each shareholder of
Float Control,  that the share certificates  evidencing the AirNet Common Shares
to be  issued  pursuant  to the  Merger,  shall be  imprinted  with a legend  in
substantially the following form:

            THESE SHARES HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF
            1933,  AS  AMENDED,  OR ANY STATE  SECURITIES  LAWS,  AND MAY NOT BE
            OFFERED,  SOLD,  TRANSFERRED  OR  ASSIGNED  EXCEPT (i)  PURSUANT  TO
            REGISTRATIONS  UNDER  APPLICABLE  SECURITIES LAWS OR (ii) IF, IN THE
            OPINION  OF  COUNSEL  REASONABLY  ACCEPTABLE  TO  THE  COMPANY,  THE
            PROPOSED  TRANSFER  MAY BE EFFECTED IN  COMPLIANCE  WITH  APPLICABLE
            SECURITIES LAWS WITHOUT REGISTRATION.


                                      -12-
<PAGE>




     Upon the request of any  shareholder  of Float  Control,  accompanied by an
opinion of counsel selected by such  shareholder,  which opinion and counsel are
reasonably  satisfactory  to AirNet,  to the  effect  that no  transfer  by such
shareholder  will violate the 1933 Act or applicable  state or other  securities
laws,  AirNet shall remove the legend from the share  certificate(s)  evidencing
the AirNet Common Shares held by the Float Control shareholder or shall issue to
such Float Control  shareholder a new  certificate  for the AirNet Common Shares
without the restrictive legend.


                                   ARTICLE VI

                       FURTHER OBLIGATIONS OF THE PARTIES

     6.1 (a) BEST  EFFORTS.  Each of  AirNet  and Float  Control  shall use best
efforts to satisfy all of the  conditions to the completion of the Merger and to
cause the  consummation of the  transactions  described in this Plan,  including
making all governmental  applications,  notices and filings and taking all steps
to secure  promptly  all  governmental  and third  party  consents,  rulings and
approvals  which are necessary or desirable for the performance by each party of
each of its obligations under this Plan and the Merger Agreement.

     (b)  CONFIDENTIALITY.  AirNet and Float Control agree for  themselves,  and
their  representatives,  successors  and  assigns,  that  any and all  nonpublic
information that each obtains from the other will be kept strictly  confidential
and not be disclosed by them or their  representatives,  agents,  successors and
assigns to any other person or group, except among their attorneys,  accountants
and other  representatives;  except for any  disclosure of such  information  to
which the other  consents  in writing or which in the opinion of counsel for the
disclosing  party is  required  to be made  under the  securities  laws or other
applicable laws and except for information already in the public domain not as a
result  of the  actions  of the  disclosing  person or the  disclosing  person's
representatives.


                                   ARTICLE VII

             CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PARTIES

     7.1 CONDITIONS TO OBLIGATIONS  OF AIRNET.  The  obligations of AirNet under
this Plan and the Merger  Agreement shall be subject to the satisfaction of each
of the following conditions precedent:

                                      -13-
<PAGE>



     (a) This Plan and the Merger  Agreement shall have been validly approved by
the affirmative vote of the holders of at least that number of outstanding Float
Control  Shares  required  under law and Float  Control's  Restated  Articles of
Incorporation and Amended and Restated Bylaws to approve such Agreements.

     (b) The  representations  and  warranties  of Float  Control  set  forth in
Article  III of this Plan and the  information  set forth in each  schedule  and
other  document  furnished  to AirNet  pursuant  to this Plan  shall be true and
complete in all respects at the Closing Date as though such  representations and
warranties and information were also made as of the Closing Date.

     (c) Float  Control  shall have  performed  and complied with each and every
covenant,  obligation  and  condition  required  by this  Plan  and  the  Merger
Agreement to be performed or complied with by it at or prior to the Closing.

     (d) During the period from the date hereof to the Closing Date, there shall
not  have  been any  material  adverse  change  in or to the  business  of Float
Control.

     (e) As of the Closing,  no suit,  action,  investigation,  inquiry or other
proceeding by or before any court or  governmental  body or other  regulatory or
administrative  agency or  commission  requesting  or  looking  toward an order,
judgment or decree shall be  threatened,  instituted or pending which  questions
the  validity  or  legality  of  this  Plan  or  the  Merger  Agreement  or  the
transactions contemplated hereby or thereby.

     (f) As of the Closing,  there shall not be any effective injunction,  writ,
preliminary  restraining order or any other order issued by a court of competent
jurisdiction  directing that the transactions provided for herein or any of them
not be consummated as so provided or imposing any condition on the  consummation
of any of the transactions contemplated hereby.

     (g) AirNet  shall have  provided the  required  notification  to The Nasdaq
Stock Market of the proposed  issuance of the AirNet  Common Shares to be issued
pursuant to the Merger.

     (h) At the  Closing,  Float  Control  shall  have  delivered  to  AirNet  a
certificate of Float Control,  dated as of the Closing Date, and certifying that
(i) the  representations  and warranties of Float Control set forth in this Plan
are true and complete in all material  respects as of the Closing Date; and (ii)
Float Control has performed all of the  covenants,  obligations  and  conditions
required to be  performed  by it under the Plan and the Merger  Agreement  on or
before the Closing Date.

                                      -14-
<PAGE>



     (i) At the Closing,  Float Control shall have delivered to AirNet copies of
all resolutions  adopted by the directors and the  shareholders of Float Control
adopting and approving this Plan and the Merger  Agreement and  authorizing  the
consummation of the transactions described herein and therein, which resolutions
shall be accompanied  by a certificate of the secretary of Float Control,  dated
as of the Closing Date,  and  certifying (i) the date and manner of the adoption
of each such resolution; and (ii) that each such resolution is in full force and
effect, without amendment, as of the Closing Date.

     (j) At the  Closing,  Float  Control  shall  have  delivered  to AirNet the
original,  complete  minute  books  of Float  Control  containing  at least  the
Restated Articles of  Incorporation,  the Amended and Restated Bylaws and all of
the  minutes  and  actions of the  shareholders,  directors  and  committees  of
directors and share transfer and registration records of Float Control.

     7.2 CONDITIONS TO OBLIGATIONS  OF FLOAT CONTROL.  The  obligations of Float
Control  under  this  Plan  and  the  Merger   Agreement  shall  be  subject  to
satisfaction of each of the following conditions precedent:

     (a) The representations and warranties of AirNet set forth in Article IV of
this Plan and the  information  set forth in each  schedule  and other  document
furnished by AirNet to Float  Control shall be true and complete in all respects
at  the  Closing  Date  as  though  such   representations  and  warranties  and
information were also made as of the Closing Date.

     (b) AirNet shall have performed and complied with each and every  covenant,
obligation  and condition  required by this Plan and the Merger  Agreement to be
performed or complied with by it at or prior to the Closing Date.

     (c) During the period from the date hereof to the Closing Date, there shall
not have been any material adverse change in or to the business of AirNet.

     (d) As of the Closing,  no suit,  action,  investigation,  inquiry or other
proceeding by or before any court or  governmental  body or other  regulatory or
administrative  agency or  commission  requesting  or  looking  toward an order,
judgment or decree shall be  threatened,  instituted or pending which  questions
the  validity  or  legality  of  this  Plan  or  the  Merger  Agreement  or  the
transactions contemplated hereby or thereby.

     (e) As of the Closing,  there shall not be any effective injunction,  writ,
preliminary  restraining order or any other order issued by a court of competent
jurisdiction  directing that the transactions provided for herein or any of them

                                      -15-
<PAGE>



not be consummated as so provided or imposing any condition on the  consummation
of any of the transactions contemplated hereby.

     (f) At the  Closing,  AirNet  shall  have  delivered  to Float  Control,  a
certificate of the president and chief  executive  officer or the executive vice
president of AirNet,  dated as of the Closing Date, and certifying  that (i) the
representations  and  warranties  of AirNet  set forth in this Plan are true and
complete in all material  respects as of the Closing  Date;  and (ii) AirNet has
performed all of the covenants, obligations and conditions to be performed by it
under the Plan and the Merger Agreement on or before the Closing Date.

     (g) At the Closing,  AirNet shall have delivered to Float Control copies of
all  resolutions  adopted by the  directors of AirNet and the directors and sole
shareholder  of Merger Corp.,  respectively,  adopting and  approving  this Plan
and/or  the  Merger  Agreement,   as  the  case  may  be,  and  authorizing  the
consummation of the transactions described herein and therein, which resolutions
shall  be  accompanied  by a  certificate  of the  secretary  of the  respective
corporations,  dated as of the Closing  Date,  and  certifying  (i) the date and
manner  of the  adoption  of each  such  resolution;  and (ii)  that  each  such
resolution  is in full force and effect,  without  amendment,  as of the Closing
Date.

     7.3  CONDITIONS TO  OBLIGATIONS  OF ALL PARTIES.  The  obligations of Float
Control  and AirNet  under  this Plan  shall be  subject  to the  receipt by the
parties of all governmental and third-party approvals, consents and rulings that
are necessary in order to consummate the transactions  provided for in this Plan
and (i) such  approvals,  consents  and rulings  shall not be the subject of any
unresolved proceeding contesting such approval,  consent or ruling maintained by
federal or state governmental authority or third party, and (ii) such approvals,
consents and rulings shall not contain any term or condition  which would have a
material  adverse  effect  on the  business,  operations,  assets  or  financial
condition of AirNet or Float Control upon  completion of the Merger or otherwise
materially impair the value of Float Control to AirNet.

                                  ARTICLE VIII

                 SURVIVABILITY OF REPRESENTATIONS AND WARRANTIES

     8.1 No  representations,  warranties  or agreements in this Plan, or in any
document  delivered  pursuant  to the  terms  hereof or in  connection  with the
transactions contemplated hereby, shall survive the Merger.


                                      -16-
<PAGE>



                                   ARTICLE IX

                                   TERMINATION

     9.1  TERMINATION.  (a) This Plan may be terminated by the mutual consent of
the parties hereto.

     (b) If the Closing does not occur on or before  December 31, 1996,  through
no fault  of the  party  seeking  to  terminate,  or if a  preliminary  or final
injunction  or  temporary   restraining   order  is  issued  which  enjoins  the
transactions  contemplated  herein for more than 20 days, either AirNet or Float
Control may  terminate  this Plan without  incurring  any penalty,  liability or
obligation.

     (c) In the event that Subsection  9.1(a) or Subsection 9.1(b) hereof is not
applicable   and  a  party  hereto  shall  fail  or  refuse  to  consummate  the
transactions  contemplated herein (other than by reason of a condition precedent
to such party's  obligations  failing to be  satisfied)  or shall take any other
action  contrary to the terms of this Plan,  or in the event that a party hereto
shall fail or refuse to take any action  contemplated  in this Plan necessary to
consummate the transactions  contemplated  hereby, the nondefaulting party shall
be  entitled  to pursue any remedy  provided  by law or in equity,  specifically
including the remedy of specific performance,  or, if such failure constitutes a
material  breach of this Plan,  and is not  reasonably  cured after notice,  may
terminate this Plan and sue for damages, costs and expenses.


                                    ARTICLE X

                                  MISCELLANEOUS

     10.1 All notices,  requests,  demands and other communications  required or
permitted  to be given  under this Plan  shall be given in writing  and shall be
deemed to have been given if  delivered by hand,  by express  service or sent by
certified mail, postage prepaid, to the following addresses:

     IF TO FLOAT CONTROL, TO:

                  Gerald G. Mercer
                  President
                  Float Control, Inc.
                  3939 International Gateway
                  Columbus, OH  43219


                                      -17-
<PAGE>




     IF TO AIRNET, TO:

                  Gerald G. Mercer
                  President and Chief Executive Officer
                  AirNet Systems, Inc.
                  3939 International Gateway
                  Columbus, OH  43219

Either party to this Plan may, by notice given in  accordance  with this Section
10.1,  designate  a  new  address  for  notices,  requests,  demands  and  other
communications to such party.

     10.2 This Plan may be executed in one or more  counterparts,  each of which
shall be deemed to be a  duplicate  original,  but all of which  taken  together
shall be deemed to constitute a single instrument.

     10.3 This Plan  (including  each  Exhibit and  Schedule  provided  pursuant
hereto)  constitutes the entire agreement  between the parties hereto in respect
of the subject  matter of this Plan  (including  each Exhibit and  Schedule) and
supersedes all prior and  contemporaneous  agreements between the parties hereto
in  connection  with the  subject  matter of this  Plan.  This Plan shall not be
amended except in a writing signed by Float Control and AirNet.

     10.4  This Plan  shall  inure to the  benefit  of and be  binding  upon the
respective successors and assigns (including  successive,  as well as immediate,
successors and assigns) of the parties hereto.  This Plan may not be assigned by
either party hereto without the prior written consent of the other party hereto.

     10.5 The captions  contained in this Plan are included only for convenience
of  reference  and do not  define,  limit,  explain  or modify  this Plan or its
interpretation,  construction  or meaning and are in no way to be  construed  as
part of this Plan.  When used in this  Agreement,  the number and gender of each
pronoun  shall  be  construed  to be such  number  and  gender  as the  context,
circumstances or its antecedent may require.

     10.6 This Plan shall be governed by and  construed in  accordance  with the
laws of the State of Ohio,  without  giving effect to principles of conflicts or
choice of laws.

     10.7 Except as otherwise agreed in writing, each party hereto shall pay all
costs and  expenses,  including  legal and  accounting  fees,  and all  expenses
relating to its performance of, and compliance  with, such party's  undertakings
in this Plan.

     10.8 Nothing herein  expressed or implied is intended or shall be construed
to confer upon or give to any person or entity other than the parties hereto and


                                      -18-
<PAGE>

their successors or permitted assigns, any rights or remedies under or by reason
of this Plan.

     IN WITNESS  WHEREOF,  this Plan and  Agreement of  Reorganization  has been
executed on behalf of Float  Control and AirNet to be  effective  as of the date
set forth in the first paragraph above.

FLOAT CONTROL:                            AIRNET:

FLOAT CONTROL, INC.                       AIRNET SYSTEMS, INC.


By: Gerald G. Mercer                      By:   Gerald G. Mercer        
    ______________________________              ______________________________
    Gerald G. Mercer, its                       Gerald G. Mercer, its
    President                                   President and Chief
                                                Executive Officer



                                      -19-
<PAGE>




                                 LIST OF EXHIBITS

EXHIBIT                                                           SECTION OF
LETTER            EXHIBIT DESCRIPTION                             AGREEMENT
-------           -------------------                             ----------

   A              Plan and Agreement of Merger                       1.1




                                 LIST OF SCHEDULES


SCHEDULE NO./SECTION NO.     DESCRIPTION OF SCHEDULE
------------------------     -----------------------

      3.1(a)(1)              Jurisdictions in Which Float Control
                             Is Qualified to Transact Business

      3.1(a)(2)              Restated Articles of Incorporation
                             and Amended and Restated Bylaws of
                             Float Control

      3.1(m)                 Contracts

      3.1(o)                 Intellectual Property


                                      -20-