Exhibit 2(b)

                         Plan and Agreement of Merger,
                           dated September 30, 1996,
                          among AirNet Systems, Inc.,
                           AirNet Merger Corporation
                            and Float Control, Inc.

                            ________________________


                          PLAN AND AGREEMENT OF MERGER


     This PLAN AND AGREEMENT OF MERGER (sometimes hereinafter called the "MERGER
AGREEMENT"),  made to be effective as of September  30, 1996, by and among FLOAT
CONTROL,  INC., a Michigan  corporation  (sometimes  hereinafter  called  "FLOAT
CONTROL"); AIRNET MERGER CORPORATION, an Ohio corporation (sometimes hereinafter
called "MERGER  CORP.")  (MERGER CORP. and FLOAT CONTROL  sometimes  hereinafter
collectively referred to as the "CONSTITUENT CORPORATIONS"); and AIRNET SYSTEMS,
INC., an Ohio corporation (sometimes hereinafter called "AIRNET");


                              W I T N E S S E T H :

     WHEREAS,  the authorized  shares of FLOAT CONTROL  consist of 50,000 common
shares, $1.00 par value per share (the "FLOAT CONTROL SHARES"), which are voting
shares. There are 3,000 FLOAT CONTROL SHARES issued and outstanding; and

     WHEREAS,  the  authorized  shares of MERGER  CORP.  consist  of 850  common
shares, without par value (the "MERGER CORP. SHARES"),  which are voting shares.
There are 500 MERGER CORP. SHARES issued and outstanding; and

     WHEREAS, the Board of Directors of each of the CONSTITUENT CORPORATIONS and
of  AIRNET  deem it  advisable  and in the best  interests  of their  respective
corporations and their shareholders that the CONSTITUENT  CORPORATIONS be merged
in a  transaction  through  which  FLOAT  CONTROL  would  become a  wholly-owned
subsidiary  of AIRNET,  MERGER  CORP.  would cease to have a separate  corporate
existence,  and persons  presently  holding FLOAT  CONTROL  SHARES would receive
AIRNET common shares in exchange therefor; and

     WHEREAS,  the Boards of Directors of the  CONSTITUENT  CORPORATIONS  and of
AIRNET have, by resolutions duly adopted by them, approved this MERGER AGREEMENT
and directed that it be executed by the undersigned  officers and submitted to a
vote of the  shareholders  of FLOAT CONTROL and the sole  shareholder  of MERGER
CORP.;

     NOW,  THEREFORE,  in  consideration  of the  premises  and of their  mutual
covenants  and  agreements,  it is hereby  agreed  by and among the  CONSTITUENT
CORPORATIONS and AIRNET that the terms of the merger contemplated by this MERGER
AGREEMENT  (sometimes  hereinafter called the "MERGER") and the mode of carrying
the MERGER into effect shall be as follows:

                                      -1-
<PAGE>


                                   ARTICLE ONE

                            THE SURVIVING CORPORATION

     SECTION 1.01.  At the date and time when the MERGER shall become  effective
(sometimes  hereinafter called the "MERGER TIME"),  MERGER CORP. will merge into
FLOAT CONTROL and FLOAT CONTROL will be the continuing and surviving corporation
in the MERGER,  will  continue to exist under the laws of the State of Michigan,
and  will be the  only  one of the  CONSTITUENT  CORPORATIONS  to  continue  its
separate  corporate  existence  after the MERGER  TIME.  As used in this  MERGER
AGREEMENT,  the term  "SURVIVING  CORPORATION"  refers to FLOAT  CONTROL  as the
surviving corporation at and after the MERGER TIME.

     SECTION 1.02. The name of the SURVIVING CORPORATION shall be FLOAT CONTROL,
INC.

     SECTION 1.03. The Restated  Articles of Incorporation of FLOAT CONTROL,  as
in  effect  immediately  prior to the  MERGER  TIME,  shall be the  articles  of
incorporation of the SURVIVING CORPORATION until amended in accordance with law.

     SECTION  1.04.  The Amended and  Restated  Bylaws of FLOAT  CONTROL,  as in
effect  immediately  prior  to the  MERGER  TIME,  shall  be the  bylaws  of the
SURVIVING CORPORATION until amended in accordance with law.

     SECTION 1.05. At and after the MERGER TIME,  the number of directors of the
SURVIVING  CORPORATION  shall be three (3) until changed in accordance  with the
bylaws of the SURVIVING CORPORATION. The individuals listed below shall serve as
the directors of the SURVIVING  CORPORATION until the next annual meeting of the
SURVIVING CORPORATION,  or until their earlier resignation,  removal from office
or death:

                        Gerald G. Mercer
                        Glenn M. Miller
                        Charles A. Renusch

     SECTION  1.06. At and after the MERGER TIME and until changed in accordance
with law, the officers of the SURVIVING CORPORATION shall be as follows:

            Gerald G. Mercer    --  President
            Charles A. Renusch  --  Secretary
            Glenn M. Miller     --  Treasurer

     SECTION 1.07. The office of the SURVIVING  CORPORATION  shall be located at
3939 International Gateway,  Columbus,  Ohio 43219. The registered office of the
SURVIVING  CORPORATION  in the  state  of  Michigan  shall be  located  at 30600
Telegraph Road, Birmingham Farms, Michigan 48025 and the registered agent of the

                                      -2-
<PAGE>


SURVIVING CORPORATION in the State of Michigan shall be The Corporation Company.

     SECTION 1.08.  The  SURVIVING  CORPORATION  hereby  consents to be sued and
served with process in the State of Ohio in any  proceeding in the State of Ohio
to enforce  against the SURVIVING  CORPORATION  any  obligation of either of the
CONSTITUENT CORPORATIONS or to enforce the rights of a dissenting shareholder of
either of the CONSTITUENT  CORPORATIONS,  and the SURVIVING  CORPORATION  hereby
irrevocably  appoints the Ohio Secretary of State as its agent to accept service
of process in any such proceeding in the State of Ohio.

     SECTION  1.09.  It is  desired  that  the  SURVIVING  CORPORATION  transact
business  in  the  State  of  Ohio  as  a  foreign  corporation.  The  SURVIVING
CORPORATION  hereby  constitutes  and  appoints  as the  statutory  agent of the
SURVIVING CORPORATION upon whom process against the SURVIVING CORPORATION may be
served  within the State of Ohio,  Statutory  Agent  Corporation,  which has the
following business address:

                  Attn: Librarian
                  52 East Gay Street
                  County of Franklin
                  Columbus, OH 43215


     The SURVIVING CORPORATION hereby consents irrevocably to service of process
on Statutory  Agent  Corporation  and its successors so long as the authority of
such agent shall  continue as provided by Chapter  1703 of the Ohio Revised Code
and to service of process from any court in the State of Ohio or from any public
authorities  upon the Ohio  Secretary  of State if Statutory  Agent  Corporation
cannot be found,  if the license of the SURVIVING  CORPORATION to do business in
the  State of Ohio has  expired  or has been  cancelled,  or in any of the other
events  whereby such service upon the Ohio  Secretary of State is  authorized by
Chapter 1703 of the Ohio Revised Code.


                                   ARTICLE TWO

                          DISTRIBUTIONS TO SHAREHOLDERS

     SECTION 2.01. The manner and basis of making  distributions to shareholders
of the CONSTITUENT  CORPORATIONS in  extinguishment  of and in substitution  for
their  shares  of the  CONSTITUENT  CORPORATIONS  shall be as set  forth in this
ARTICLE TWO.

     SECTION 2.02. At the MERGER TIME and as a result of the MERGER, each of the
3,000 issued and  outstanding  FLOAT  CONTROL  SHARES shall,  automatically  and

                                      -3-
<PAGE>


without further act of either of the CONSTITUENT  CORPORATIONS,  of AIRNET or of
the holder thereof, be extinguished.  In substitution  therefor,  the holders of
the 3,000 FLOAT CONTROL SHARES so extinguished shall be entitled to receive from
AIRNET an  aggregate of 230,299  common  shares,  $0.01 par value per share,  of
AIRNET (the "AIRNET COMMON SHARES").  The holder of each of the 3,000 issued and
outstanding  FLOAT CONTROL SHARES so  extinguished  shall be entitled to receive
from AIRNET in substitution therefor 76.7677 AIRNET COMMON SHARES.

     SECTION 2.03. At the MERGER TIME and as a result of the MERGER, each of the
500 issued and outstanding MERGER CORP. SHARES shall,  automatically and without
further act of the CONSTITUENT CORPORATIONS, of AIRNET or the holder thereof, be
extinguished.  In  substitution  for the full  number  of  MERGER  CORP.  SHARES
formerly  held by it,  AIRNET  shall be entitled to receive  from the  SURVIVING
CORPORATION  500  common  shares,  $1.00 par value per share;  and AIRNET  shall
forthwith be entered on the books of the SURVIVING  CORPORATION as the holder of
said 500 common shares of the SURVIVING  CORPORATION.  Promptly after the MERGER
TIME, the SURVIVING CORPORATION shall deliver to AIRNET one or more certificates
evidencing 500 of the  outstanding  common shares of the SURVIVING  CORPORATION.
After the MERGER TIME and until such  certificates  have been received by AIRNET
from the SURVIVING CORPORATION, each certificate theretofore representing one or
more of the MERGER  CORP.  SHARES  shall,  in the  aggregate,  be deemed for all
corporate  purposes to evidence  ownership of 500 of the issued and  outstanding
common shares, $1.00 par value per share, of the SURVIVING CORPORATION.

     SECTION  2.04.  (a) As soon as  practicable  after the MERGER TIME,  AIRNET
shall mail to each holder of record of FLOAT  CONTROL  SHARES a mutually  agreed
upon form  letter of  transmittal  and  instructions  for use in  effecting  the
surrender of the certificate or  certificates  which,  immediately  prior to the
MERGER TIME,  represented  outstanding  FLOAT  CONTROL  SHARES  (each,  a "FLOAT
CONTROL CERTIFICATE"). The form letter of transmittal shall provide instructions
for use in effecting the surrender of the FLOAT CONTROL CERTIFICATES in exchange
for certificates  representing  AIRNET COMMON SHARES ("AIRNET  CERTIFICATES") as
provided in Section 2.02 hereof.  Upon surrender of a FLOAT CONTROL  CERTIFICATE
for  cancellation,  together with such letter of transmittal duly executed,  the
holder of such FLOAT CONTROL  CERTIFICATE  shall receive in exchange  therefor a
certificate  evidencing the  applicable  number of AIRNET COMMON SHARES to which
such holder is entitled in accordance with Section 2.02 of this MERGER AGREEMENT
and the FLOAT CONTROL CERTIFICATE so surrendered shall thereafter be cancelled.

     (b) The  registered  holder of any FLOAT  CONTROL  CERTIFICATE  outstanding
immediately  prior to the MERGER TIME,  as such holder  appears in the books and
records of FLOAT CONTROL or its transfer agent  immediately  prior to the MERGER

                                      -4-
<PAGE>


TIME, shall, until such FLOAT CONTROL CERTIFICATE is surrendered in exchange for
an AIRNET  CERTIFICATE as contemplated by Section 2.04(a),  have and be entitled
to  exercise  any voting and other  rights  with  respect to, and to receive any
dividends or other  distributions  on, the AIRNET  COMMON  SHARES into which the
FLOAT CONTROL  SHARES  represented  by any FLOAT CONTROL  CERTIFICATE  have been
converted pursuant to Section 2.02 of this MERGER AGREEMENT.

     (c) In the  event  that any  holder  of FLOAT  CONTROL  SHARES is unable to
deliver the FLOAT CONTROL  CERTIFICATE  which represents FLOAT CONTROL SHARES of
the holder,  AIRNET,  in the absence of actual  knowledge that any FLOAT CONTROL
SHARES theretofore  represented by any such FLOAT CONTROL  CERTIFICATE have been
acquired  by  a  bona  fide   purchaser,   shall  deliver  to  such  holder  the
consideration to which such holder is entitled in accordance with the provisions
of this MERGER AGREEMENT upon the presentation of all of the following:

         (i)   An affidavit or other evidence to the reasonable  satisfaction of
               AIRNET  that any such FLOAT  CONTROL  CERTIFICATE  has been lost,
               wrongfully taken or destroyed;

         (ii)  Such  security or  indemnity  as may be  reasonably  requested by
               AIRNET to indemnify and hold AIRNET harmless; and

         (iii) Evidence  to the  satisfaction  of AIRNET that such person is the
               owner of the FLOAT CONTROL SHARES theretofore represented by each
               FLOAT CONTROL CERTIFICATE  claimed by him to be lost,  wrongfully
               taken  or  destroyed  and  that he is the  person  who  would  be
               entitled  to present  each such  FLOAT  CONTROL  CERTIFICATE  for
               exchange pursuant to this MERGER AGREEMENT.

     SECTION 2.05. Notwithstanding any other provision of this MERGER AGREEMENT,
no  fractional  AIRNET COMMON SHARES shall be issued in the MERGER to holders of
FLOAT CONTROL  SHARES.  Each holder of FLOAT CONTROL SHARES who otherwise  would
have been entitled to a fraction of an AIRNET COMMON SHARE shall receive in lieu
thereof, at the time of surrender of the FLOAT CONTROL CERTIFICATE(s) evidencing
such  holder's  FLOAT  CONTROL  SHARES,  an  amount of cash  (without  interest)
determined by  multiplying  the  fractional  share interest to which such holder
would otherwise be entitled by $12.375.

                                      -5-
<PAGE>



                                  ARTICLE THREE

                APPROVAL; TERMINATION AND ABANDONMENT; AMENDMENT

     SECTION 3.01. This MERGER  AGREEMENT shall be submitted for approval by the
shareholders of FLOAT CONTROL and by the sole shareholder of MERGER CORP.

     SECTION  3.02.  The MERGER shall be  terminated  and  abandoned at any time
prior to the  MERGER  TIME  without  notice of such  action  to the  CONSTITUENT
CORPORATIONS  or to AIRNET if the Plan and  Agreement of  Reorganization,  dated
September 30, 1996 (the "PLAN") between AIRNET and FLOAT CONTROL is terminated.

     SECTION  3.03.  From time to time and at any time prior to the MERGER TIME,
this MERGER AGREEMENT may be amended only by an agreement in writing executed in
the same manner as this MERGER AGREEMENT,  after authorization of such action by
the Board of Directors of the  CONSTITUENT  CORPORATIONS  and of AIRNET;  except
that after the approval  contemplated by Section 3.01 hereof,  there shall be no
amendments  that  would  (a)  alter or  change  the  amount  or kind of  shares,
evidences of indebtedness  other securities,  cash, rights or any other property
to be  received by the holders of any class or series of shares of either of the
CONSTITUENT  CORPORATIONS  in the  MERGER,  (b) alter or change any terms of the
articles of incorporation or bylaws of the SURVIVING  CORPORATION,  or (c) alter
or change any of the terms and conditions of this MERGER AGREEMENT if any of the
alterations or changes,  alone or in the aggregate,  would adversely  affect the
holders of any class or series of shares of the CONSTITUENT CORPORATIONS.


                                  ARTICLE FOUR

                            EFFECTIVE DATE OF MERGER

     SECTION  4.01.  (a) Upon  the  approval  of this  MERGER  AGREEMENT  by the
shareholders  of each of the CONSTITUENT  CORPORATIONS,  each of the CONSTITUENT
CORPORATIONS  shall  cause a  Certificate  of Merger  (in the form  required  by
Section  450.1707 of the Michigan  Business  Corporation Act) to be executed and
filed with the Michigan Department of Commerce (the "Michigan Department").

     (b) After the  filing of the  Certificate  of Merger  described  in Section
4.01(a) with the Michigan Department, each of the CONSTITUENT CORPORATIONS shall
cause a Certificate  of Merger (in the form  required by Section  1701.81 of the
Ohio Revised  Code) to be executed and filed with the  Secretary of State of the
State of Ohio (the "Ohio Secretary").

     (c) The MERGER shall become effective on the date and at the time of filing
of the  Certificate  of  Merger  described  in  Section  4.01(b)  with  the Ohio

                                      -6-
<PAGE>


Secretary in accordance  with Section  1701.81 of the Ohio Revised Code (or such
later date and time as may be specified in the  Certificates of Merger described
in Sections 4.01(a) and 4.01(b)).


                                  ARTICLE FIVE

                              ADDITIONAL PROVISIONS

     SECTION 5.01. All assets of the  CONSTITUENT  CORPORATIONS as they exist at
the MERGER TIME, shall pass to and vest in the SURVIVING CORPORATION without any
conveyance or other transfer. The SURVIVING CORPORATION shall be responsible for
all of the  liabilities of every kind and description of each of the CONSTITUENT
CORPORATIONS existing as of the MERGER TIME.


                                   ARTICLE SIX

                                  MISCELLANEOUS

     SECTION  6.01.  This  MERGER  AGREEMENT  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.

     SECTION 6.02. The captions  contained in this MERGER AGREEMENT are included
only for  convenience of reference and do not define,  limit,  explain or modify
this MERGER AGREEMENT or its interpretation,  construction or meaning and are in
no way to be construed as part of this MERGER AGREEMENT.

     SECTION 6.03.  This MERGER  AGREEMENT  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.

     SECTION  6.04.  The number and gender of each  pronoun  used in this MERGER
AGREEMENT  shall be  construed  to mean such  number and gender as the  context,
circumstances or its antecedent may require.

     SECTION 6.05.  This MERGER  AGREEMENT shall be governed by and construed in
accordance with the laws of the State of Ohio and of the State of Michigan.



                                      -7-
<PAGE>



     IN WITNESS  WHEREOF,  this MERGER  AGREEMENT has been executed on behalf of
the CONSTITUENT  CORPORATIONS and of AIRNET by their officers duly authorized in
the premises.

ATTEST:                                AIRNET:

                                       AIRNET SYSTEMS, INC.


By: William R. Sumser                  By: Gerald G. Mercer
    ____________________________           ____________________________
    William R. Sumser, its                 Gerald G. Mercer, its President
    Secretary                              and Chief Executive Officer


ATTEST:                                MERGER CORP.:

                                       AIRNET MERGER CORPORATION


By: William R. Sumser                  By: Gerald G. Mercer
    ____________________________           ____________________________
    William R. Sumser, its                 Gerald G. Mercer, its
    Secretary                              President


ATTEST:                                FLOAT CONTROL:

                                       FLOAT CONTROL, INC.


By: Charles A. Renusch                 By: Gerald G. Mercer
    ____________________________           ____________________________
    Charles A. Renusch, its                Gerald G. Mercer, its
    Secretary                              President


                                      -8-