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                                 EXHIBIT 10
                                          
                            AIRNET SYSTEMS, INC.
                            AMENDED AND RESTATED
                          1996 INCENTIVE STOCK PLAN
               (REFLECTS AMENDMENTS THROUGH NOVEMBER 9, 1998)
                                          

     SECTION 1.  PURPOSES.  The purposes of the Amended and Restated AirNet 
Systems, Inc. 1996 Incentive Stock Plan are to promote the interests of 
AirNet Systems, Inc. and its shareholders by (a) attracting and retaining 
exceptional executive personnel and other key employees of, and advisors and 
consultants to, and directors of the Company and its Subsidiaries; (b) 
motivating such employees, advisors and consultants and Eligible Directors by 
means of performance-related incentives to achieve longer-range performance 
goals; and (c) providing all long-term employees of the Company and its 
Subsidiaries with the opportunity to participate in the long-term growth and 
financial success of the Company.

     SECTION 2.  DEFINITIONS.  As used in the Plan, the following terms shall 
have the meanings set forth below:

     "Award" shall mean any Option, Restricted Stock Award or Performance 
Award but shall not include any Director Option, any Right to Purchase or any 
Share issued pursuant to Section 10 of this Plan.

     "Award Agreement" shall mean any written agreement, contract or other 
instrument or document evidencing any Award which may, but need not, be 
executed or acknowledged by a Participant.

     "Board" shall mean the Board of Directors of the Company.

     "Cash Account" shall mean an account established for each Participant to 
which amounts withheld through payroll deductions shall be credited to 
purchase Shares under the provisions of Section 10.

     "Code" shall mean the Internal Revenue Code of 1986, as amended from 
time to time.

     "Committee" shall mean a committee of the Board designated by the Board 
to administer the Plan which shall satisfy the requirements contained in 
Section 1.162-27(c)(4) of the Final Regulations.  The Committee shall be 
composed of not less than the minimum number of persons from time to time 
required by Rule l6b-3, each of whom shall be (a) a person from time to time 
permitted by the rules promulgated under Section 16 of the 


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Exchange Act in order for grants of Awards to be exempt transactions under 
said Section 16; and (b) receiving remuneration in no other capacity than as 
a director, except as permitted under Section 1.162-27(e)(3) of the Final 
Regulations.

     "Company" shall mean AirNet Systems, Inc., together with any successor 
thereto.

     "Covered Employee" shall mean any individual who, on the last day of the 
Company's taxable year, is

          (a)  the chief executive officer of the Company or is acting in 
such capacity; or

          (b)  among the four highest compensated officers (other than the 
chief executive officer).

For this purpose, whether an individual is the chief executive officer or one 
of the four highest compensated officers of the Company shall be determined 
pursuant to the executive compensation disclosure rules under the Exchange 
Act.

     "Director Option" shall mean a Non-Qualified Stock Option granted to 
each Eligible Director pursuant to Section 6(e) without any action by the 
Board or the Committee.

     "Effective Date" shall mean the date on which the Plan is approved by 
the shareholders of the Company.

     "Eligible Director" shall mean, on any date, a person who is serving as 
a member of the Board but shall not include a person who is an Employee of 
the Company or a Subsidiary or a person who was a member of the Board on 
May 1, 1996.

     "Employee" shall mean (a) an employee of the Company or of any 
Subsidiary; and (b) except with respect to an Incentive Stock Option, a Right 
to Purchase and the issuance of Shares under Section 10, an advisor or 
consultant to the Company or to any Subsidiary.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as 
amended.

     "Fair Market Value" shall mean the fair market value of the property or 
other item being valued, as determined by the Committee in its sole 
discretion, provided that the fair market value of Shares shall be determined 
by reference to the most recent closing price quotation or, if none, the 
average of the bid and asked prices, as reported as of the most recent 
available date with respect to the sale of Shares on any quotation system 
approved by the National Association of Securities Dealers then 

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reporting sales of Shares or on any national securities exchange on which the 
Shares are then listed.

     "Final Regulations" shall mean the final regulations promulgated by the 
Internal Revenue Service under Section 162(m) of the Code.

     "Incentive Stock Option" shall mean a right to purchase Shares from the 
Company that is granted under Section 6 of the Plan and that is intended to 
meet the requirements of Section 422 of the Code or any successor provision 
thereto.

     "Non-Qualified Stock Option" shall mean a right to purchase Shares from 
the Company that is granted under Section 6 of the Plan and that is not 
intended to be an Incentive Stock Option.

     "Offering" shall mean an opportunity provided by the Committee to 
purchase Shares under the provisions of Section 10.  Offerings may be 
consecutive or concurrent, as determined by the Committee.  The Committee 
shall designate the maximum number of Shares that may be purchased under each 
Offering.  Shares not sold under one Offering may be offered again in any 
subsequent Offering.

     "Offering Effective Date" shall mean the first business day of the month 
designated by the Committee as the start of the Offering Period applicable to 
an Offering.

     "Offering Period" shall mean the duration of an Offering, as designated 
by the Committee.  The Offering Period for any Offering shall not exceed 12 
months.

     "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock 
Option but shall not include a Director Option.

     "Participant" shall mean any Employee selected by the Committee to 
receive an Award under the Plan.  In addition, for purposes of Section 10, 
the term "Participant" shall include any Employee who has satisfied the 
requirements of such section to acquire Shares under the Plan.

     "Performance Award" shall mean any right granted under Section 8 of the 
Plan.

     "Person" shall mean any individual, corporation, partnership, 
association, joint-stock company, trust, unincorporated organization, 
government or political subdivision thereof or other entity.

     "Plan" shall mean the AirNet Systems, Inc. Amended and Restated 1996 
Incentive Stock Plan.

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     "Restricted Stock" shall mean any Share granted under Section 7 of the 
Plan.

     "Right to Purchase" shall mean an option to purchase Shares granted to a 
Participant who elects to participate in an Offering under the provisions of 
Section 10.  A Right to Purchase granted for an Offering shall terminate 
following the close of business on the Right to Purchase Date for that 
Offering to the extent that such Right to Purchase is not exercised on such 
Right to Purchase Date.

     "Right to Purchase Date" shall mean the last business day of an Offering 
Period to purchase Shares under the provisions of Section 10.

     "Rule l6b-3" shall mean Rule l6b-3 as promulgated and interpreted by the 
SEC under the Exchange Act, or any successor rule or regulation thereto as in 
effect from time to time.

     "SEC" shall mean the Securities and Exchange Commission or any successor 
thereto and shall include the staff thereof.

     "Shares" shall mean the Common Shares, $0.01 par value, of the Company 
or such other securities of the Company as may be designated by the Committee 
from time to time.

     "Share Account" shall mean an account established for each Participant 
who exercises a Right to Purchase under Section 10.  A Participant's Share 
Account will be credited with the number of Shares purchased on each Right to 
Purchase Date and debited for the number of Shares withdrawn by the 
Participant after such date.

     "Subsidiary" shall mean any corporation which, on the date of 
determination, qualified as a subsidiary corporation of the Corporation under 
Section 424(f) of the Code.

     "Substitute Awards" shall mean Awards granted in assumption of, or in 
substitution for, outstanding awards previously granted by a company acquired 
by the Company or with which the Company combines.

     "Ten Percent Shareholder" shall mean any shareholder who, at the time an 
Incentive Stock Option is granted to such shareholder, owns (within the 
meaning of Section 424(d) of the Code) more than ten percent of the voting 
power of all classes of stock of the Company or a Subsidiary.

     "Year of Service" shall mean each 12 consecutive month period, beginning 
on an Employee's date of hire with the Company or a Subsidiary (and 
anniversaries of such date), during which an 

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Employee is employed by the Company or a Subsidiary.  For this purpose, all 
service with the Company or a Subsidiary prior to May 1, 1996 shall be 
included.  Further, periods of service with the Company or a Subsidiary which 
are interrupted by a termination of employment (not including any authorized 
leave of absence) of more than two months shall not be aggregated.

     SECTION 3.  ADMINISTRATION.

          (a)  The Plan shall be administered by the Committee.  Subject to 
the terms of the Plan and applicable law, and in addition to other express 
powers and authorizations conferred on the Committee by the Plan, the 
Committee shall have full power and authority to: (i) designate Participants; 
(ii) determine the type or types of Awards to be granted to an eligible 
Employee; (iii) determine the number of Shares to be covered by, or with 
respect to which payments, rights or other matters are to be calculated in 
connection with Awards; (iv) determine the terms and conditions of any Award 
or Director Option; (v) determine whether, to what extent and under what 
circumstances Awards may be settled or exercised in cash, Shares, other 
securities, other Awards or other property or canceled, forfeited or 
suspended; (vi) determine whether, to what extent and under what 
circumstances cash, Shares, other securities, other Awards, other property 
and other amounts payable with respect to an Award shall be deferred either 
automatically or at the election of the holder thereof or of the Committee; 
(vii) interpret and administer the Plan and any instrument or agreement 
relating to, or Award or Director Option made under, the Plan; (viii) 
establish, amend, suspend or waive such rules and regulations and appoint 
such agents as it shall deem appropriate for the proper administration of the 
Plan; and (ix) make any other determination and take any other action that 
the Committee deems necessary or desirable for the administration of the Plan.

     (b)  Unless otherwise expressly provided in the Plan, all designations, 
determinations, interpretations and other decisions under or with respect to 
the Plan or any Award or Director Option shall be within the sole discretion 
of the Committee, may be made at any time and shall be final, conclusive and 
binding upon all Persons, including the Company, any subsidiary, any 
Participant, any holder or beneficiary of any Award or Director Option, any 
shareholder and any Employee.

     SECTION 4.  SHARES AVAILABLE FOR THE PLAN.

          (a)  SHARES AVAILABLE.  Subject to adjustment as provided in 
Section 4(b), the number of Shares available for issuance under the Plan 
shall be 1,650,000. If any Shares covered by an Award or Director Option 
granted under the Plan, or to 

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which such an Award or Director Option relates, or any Shares issued under 
Section 10, are forfeited, or if an Award or Director Option otherwise 
terminates or is canceled without the delivery of Shares, then the Shares 
which may be issued under this Plan, to the extent of any such settlement, 
forfeiture, termination or cancellation, shall again be, or shall become, 
Shares available for issuance, to the extent permissible under Rule l6b-3.  
In the event that any Option, Director Option or other Award granted 
hereunder is exercised through the delivery of Shares, the number of Shares 
available under the Plan shall be increased by the number of Shares 
surrendered, to the extent permissible under Rule l6b-3.

          (b)  ADJUSTMENTS.  In the event that any dividend or other 
distribution (whether in the form of cash, Shares, other securities or other 
property), recapitalization, stock split, reverse stock split, 
reorganization, merger, consolidation, split-up, spin-off, combination, 
repurchase, or exchange of Shares or other securities of the Company, 
issuance of warrants or other rights to purchase Shares or other securities 
of the Company, or other similar corporate transaction or event affects the 
Shares such that an adjustment is necessary in order to prevent dilution or 
enlargement of the benefits or potential benefits intended to be made 
available under the Plan, then the Committee shall proportionately adjust any 
or all (as necessary) of (i) the number of Shares or other securities of the 
Company (or number and kind of other securities or property) which may be 
issued under the Plan; (ii) the number of Shares or other securities of the 
Company (or number and kind of other securities or property) subject to 
outstanding Awards; (iii) the number of Shares or other securities of the 
Company (or number and kind of other securities or property) and the purchase 
price per Share subject to purchase under Section 10 hereof; and (iv) the 
grant or exercise price with respect to any Award; provided, in each case, 
that with respect to Awards of Incentive stock Options, no such adjustment 
shall be authorized to the extent that such authority would cause the Plan to 
violate Section 422(b)(1) of the Code, as from time to time amended.  If, 
pursuant to the preceding sentence, an adjustment is made to outstanding 
Options held by Participants, a corresponding adjustment shall be made to 
outstanding Director Options and if, pursuant to the preceding sentence, an 
adjustment is made to the number of Shares authorized for issuance under the 
Plan, a corresponding adjustment shall be made to the number of Shares 
subject to each Director Option thereafter granted pursuant to Section 6(e).

          (c)  SOURCES OF SHARES.  Any Shares issued pursuant to the terms of 
this Plan may consist, in whole or in part, of authorized and unissued Shares 
or of treasury Shares.

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     SECTION 5.  ELIGIBILITY FOR AWARDS AND DIRECTOR OPTIONS.  Any Employee, 
including any officer or employee-director of the Company or any Subsidiary, 
who is not a member of the Committee, shall be eligible to be designated a 
Participant for purposes of receiving an Award under the Plan.  Each Eligible 
Director shall receive nondiscretionary Director Options in accordance with 
Section 6(e) hereof.

     SECTION 6.  OPTIONS AND DIRECTOR OPTIONS.

          (a)  GRANT.  Subject to the provisions of the Plan, the Committee 
shall have sole and complete authority to determine the Employees to whom 
Options shall be granted, the number of Shares to be covered by each Option, 
the option price therefor and the conditions and limitations applicable to 
the exercise of the Option.  The Committee shall have the authority to grant 
Incentive Stock Options or to grant Non-Qualified Stock Options or to grant 
both types of options.  In the case of Incentive Stock Options, the terms and 
conditions of such grants shall be subject to, and comply with, such rules as 
may be prescribed by Section 422 of the Code, as from time to time amended, 
and any regulations implementing such statute, including, without limitation, 
the requirements of Code Section 422(d) which limit the aggregate Fair Market 
Value of Shares for which Incentive Stock Options are exercisable for the 
first time to $100,000 per calendar year.  Each provision of the Plan and of 
each written option agreement relating to an Option designated as an 
Incentive Stock Option shall be construed so that such Option qualifies as an 
Incentive Stock Option, and any provision that cannot be so construed shall 
be disregarded.

          (b)  EXERCISE PRICE.  The Committee shall establish the exercise 
price at the time each Option is granted, which price, except in the case of 
Options that are Substitute Awards, shall not be less than 100% of the per 
Share Fair Market Value on the date of grant.  Notwithstanding any provision 
contained herein, in the case of an Incentive Stock Option, the exercise 
price at the time such Incentive Stock Option is granted to any Employee who, 
at the time of such grant, is a Ten Percent Shareholder, shall not be less 
than 110% of the per Share Fair Market Value on the date of grant.

          (c)  EXERCISE.  Each Option shall be exercisable at such times and 
subject to such terms and conditions as the Committee may, in its sole 
discretion, specify in the applicable Award Agreement or thereafter; 
provided, in the case of an Incentive Stock Option, a Participant may not 
exercise such Incentive Stock Option after (i) the date which is ten years 
(five years in the case of a Participant who is a Ten Percent Shareholder) 
after the date on which such Incentive Stock Option 

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is granted; or (ii) the date which is three months (twelve months in the case 
of a Participant who becomes disabled, as defined in Section 22(e)(3) of the 
Code, or who dies) after the date on which he ceases to be an Employee of the 
Company or a Subsidiary.  The Committee may impose such conditions with 
respect to the exercise of Options, including without limitation, any 
relating to the application of federal or state securities laws, as it may 
deem necessary or advisable.  The Committee shall have the right to 
accelerate the exercisability of any Option or outstanding Option in its 
discretion.

          (d)  PAYMENT.  No Shares shall be delivered pursuant to any 
exercise of an Option until payment in full of the option price therefor is 
received by the Company.  Such payment may be made in cash, or its equivalent 
or, if and to the extent permitted by the Committee, by exchanging Shares 
owned by the optionee (which are not the subject of any pledge or other 
security interest) or by a combination of the foregoing, provided that the 
combined value of all cash and cash equivalents and the Fair Market Value of 
any such Shares so tendered to the Company as of the date of such tender is 
at least equal to such option price.

          (e)  DIRECTOR OPTIONS.  On March 7, 1997, each individual then 
serving as an Eligible Director was granted an immediately exercisable 
Director Option to purchase 2,000 Shares at an exercise price per Share equal 
to the Fair Market Value on the date of grant.  Notwithstanding anything else 
contained herein to the contrary, each individual who is an Eligible Director 
on the Effective Date shall be granted a Director Option to purchase 20,000 
Shares effective on the Effective Date.  Any individual who is a 
newly-elected or appointed Eligible Director after the Effective Date shall 
be granted a Director Option to purchase 20,000 Shares effective on the date 
of his appointment or election to the Board. Each Director Option granted on 
or after the Effective Date shall be granted at an exercise price per Share 
equal to the Fair Market Value on the date of grant. Each Director Option 
shall vest and become exercisable as follows: (i) with respect to 20% of the 
Shares covered thereby on the grant date; and (ii) with respect to an 
additional 20% of the Shares covered thereby on each of the first, second, 
third and fourth anniversaries of such grant date.  Once vested and 
exercisable, a Director Option shall remain exercisable until the earlier to 
occur of the following two dates:  (i) the tenth anniversary of the date of 
grant of such Director Option; or (ii) three months (twelve months in the 
case of an Eligible Director who becomes disabled, as defined in Section 
22(e)(3) of the Code, or who dies) after the date the Eligible Director 
ceases to be a member of the Board, except that if the Eligible Director 
ceases to be a member of the Board after having been convicted of, or pled 

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guilty or nolo contendere to, a felony, his Director Option shall be canceled 
on the date he ceases to be a member of the Board.  An Eligible Director may 
pay the exercise price of a Director Option in the manner described in 
Section 6(d).  In the event the Company merges with another Person and the 
Company is not the survivor in the merger, or in the event all or 
substantially all of the Company's assets or stock is acquired by another 
Person, each Director Option shall immediately vest and become exercisable.

     SECTION 7.  RESTRICTED STOCK.

          (a)  GRANT.  Subject to the provisions of the Plan, the Committee 
shall have sole and complete authority to determine the Employees to whom 
Shares of Restricted Stock shall be granted, the number of Shares of 
Restricted Stock to be granted to each Participant, the duration of the 
period during which, and the conditions under which, the Restricted Stock 
will vest and no longer be subject to forfeiture to the Company and the other 
terms and conditions of such Awards.  The Committee shall have the right to 
accelerate the vesting of any Restricted Stock or outstanding Restricted 
Stock in its discretion.

          (b)  TRANSFER RESTRICTIONS.  Until the lapse of applicable 
restrictions, Shares of Restricted Stock may not be sold, assigned, 
transferred, pledged or otherwise encumbered except as provided in the Plan 
or the applicable Award Agreements.  Certificates issued in respect of Shares 
of Restricted Stock shall be registered in the name of the Participant and 
deposited by such Participant, together with a stock power endorsed in blank, 
with the Company. Upon the lapse of the restrictions applicable to such 
Shares of Restricted Stock, the Company shall deliver such certificates to 
the Participant or the Participant's legal representative.

          (c)  PAYMENT OF DIVIDENDS.  Dividends paid on any Shares of 
Restricted Stock may be paid directly to the Participant, or may be 
reinvested in additional Shares of Restricted Stock, as determined by the 
Committee in its sole discretion.

     SECTION 8.  PERFORMANCE AWARDS.

          (a)  GRANT.  The Committee shall have sole and complete authority 
to determine the Employees who shall receive a Performance Award denominated 
in cash or Shares; (i) valued, as determined by the Committee, in accordance 
with the achievement of such performance goals during such performance 
periods as the Committee shall establish; and (ii) payable at such time and 
in such form as the Committee shall determine.

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          (b)  TERMS AND CONDITIONS.  Subject to the terms of the Plan and 
any applicable Award Agreement, the Committee shall determine the performance 
goals to be achieved during any performance period, the length of any 
performance period, the amount of any Performance Award and the amount and 
kind of any payment or transfer to be made pursuant to any Performance Award.

          (c)  PAYMENT OF PERFORMANCE AWARDS.  Performance Awards may be paid 
in a lump sum or in installments following the close of the performance 
period or, in accordance with procedures established by the Committee, on a 
deferred basis.

     SECTION 9.  CODE SECTION 162(m) LIMITATIONS.

          (a)  GENERAL LIMITATIONS.  Any Awards issued under this Plan to 
Covered Employees must satisfy the requirements of this Section 9.

          (b)  REQUIREMENTS FOR ALL AWARDS.  Any Award issued to a Covered 
Employee shall constitute qualified performance-based compensation.  For this 
purpose, an Award shall constitute qualified performance-based compensation 
to the extent that:

               (i)  it is granted by the Committee on account of the attainment
          of one or more preestablished, objective performance goals established
          by the Committee, in accordance with the provisions of
          Section 1.162-27(e)(2) of the Final Regulations;

               (ii)  the material terms of the performance goal under which the
          Award is issued are disclosed to and subsequently approved by the
          shareholders of the Company, in accordance with the provisions of
          Section 1.162-27(e)(4) of the Final Regulations; and

               (iii)  the Committee certifies, in writing, prior to the payment
          of any compensation under the Award, that the performance goals and
          any other material terms were in fact satisfied.

          (c)  SPECIAL RULES FOR OPTIONS.  The grant of an Option to a 
Covered Employee under the Plan shall satisfy the requirements of Section 
9(b)(i) above to the extent that the following requirements are satisfied:

               (i)  subject to the provisions of Section 4(b), no Covered
          Employee shall receive Options for more than 200,000 Shares over any
          one-year period.  For this purpose, to the extent that any Option is
          canceled (as described in Section 1.162-27(e)(2)(vi)(B) of the Final

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          Regulations), such canceled Option shall continue to be counted
          against the maximum number of Shares for which Options may be granted
          to a Covered Employee under the Plan; and

               (ii) under the terms of the Option, the amount of compensation
          that the Covered Employee may receive is based solely on an increase
          in the value of the Shares after the grant of the Option, unless the
          grant of such Option is contingent upon the attainment of a
          performance goal that otherwise satisfies the requirements of
          Section 9(b)(i) above.

          SECTION 10.  STOCK PURCHASE PLAN.

     (a)  ELIGIBILITY.  Each Employee who has at least one Year of Service on 
an Offering Effective Date shall be eligible to participate in the Offering 
which is applicable to such Offering Effective Date.  Nothing contained 
herein and no rules and regulations prescribed by the Committee shall permit 
or deny participation in any Offering contrary to the requirements of the 
Code (including, without limitation, Sections 423(b)(3), 423(b)(4) and 
423(b)(8) thereof).  Nothing contained herein and no rules and regulations 
prescribed by the Committee shall permit any Participant to be granted a 
Right to Purchase:

          (i)  if, immediately after such Right to Purchase is granted, such 
Participant would own, and/or hold outstanding options or rights to purchase, 
shares of the Company or of any Subsidiary, possessing five percent (5%) or 
more of the total combined voting power or value of all classes of shares of 
the Company or such Subsidiary; or

          (ii) which permits a Participant's rights to purchase Shares under 
all employee stock purchase plans of the Company and of its Subsidiaries to 
accrue at a rate which exceeds Twenty-Five Thousand Dollars ($25,000.00) of 
Fair Market Value of Shares (determined as of the date such Right to Purchase 
is granted) for each calendar year in which such Right to Purchase is 
outstanding at any time.

For purposes of clause (a)(i) above, the provisions of Section 424(d) of the 
Code shall apply in determining the stock ownership of each Participant.  For 
purposes of clause (a)(ii) above, the provisions of Section 423(b)(8) of the 
Code shall apply in determining whether a Participant's Rights to Purchase 
and other rights are permitted to accrue at a rate in excess of the permitted 
rate.

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     (b)  PURCHASE PRICE.  The purchase price for a Share under each Offering 
shall be determined by the Committee prior to the Offering Effective Date and 
shall be stated as a percentage of the Fair Market Value of a Share on either 
the Right to Purchase Date or the Offering Effective Date, whichever is the 
lesser, but the purchase price shall not be less than the lesser of 
eighty-five percent (85%) of the per share Fair Market Value of the Shares as 
of the Offering Effective Date or eighty-five percent (85%) of the per share 
Fair Market Value of the Shares as of the Right to Purchase Date for the 
Offering.

     (c)  PARTICIPATION IN OFFERINGS.  Except as may be otherwise provided 
for herein, each Employee who is eligible for and elects to participate in an 
Offering shall be granted Rights to Purchase for as many Shares as he may 
elect to purchase during that Offering, to be paid by payroll deductions 
during such period.  The Committee shall establish administrative rules and 
regulations regarding the payroll deduction process for this Section 10, 
including, without limitation, minimum and maximum permissible deductions; 
the timing for initial elections, changes in elections and suspensions of 
elections during an Offering Period; and the complete withdrawal by a 
Participant from an Offering.  Amounts withheld through payroll deductions 
under this paragraph shall be credited to each Participant's Cash Account.  
Such amounts will be delivered to a custodian for the Plan and held pending 
the purchase of Shares as described in paragraph (e) of this Section 10.  All 
amounts held in a Participant's Cash Account shall bear interest at a rate as 
may be agreed upon by the Committee and the custodian of the Plan.  If a 
Participant withdraws entirely from an Offering (pursuant to rules 
established by the Committee), his Cash Account balance will not be used to 
purchase Shares on the Right to Purchase Date.  Instead, the portion of the 
Cash Account equal to the Participant's payroll deductions under the Plan 
during the Offering Period will be refunded to the Participant without 
interest (notwithstanding any provision contained herein).  Such a 
Participant will not be eligible to re-enroll in that Offering, but may 
resume participation on the Offering Effective Date for the next Offering.  
In addition, the Committee may impose such other restrictions on the right to 
withdraw from Offerings as it may deem appropriate.

     (d)  GRANT OF RIGHTS TO PURCHASE.  Rights to Purchase with respect to 
Shares shall be granted to Participants who elect to participate in an 
Offering. Such Rights to Purchase may be exercised on the Right to Purchase 
Date applicable to the Offering.  The number of Shares subject to Rights to 
Purchase on each Right to Purchase Date shall not exceed the number of Shares 
authorized for issuance during the applicable Offering.

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     (e)  EXERCISE OF RIGHTS TO PURCHASE.  Each Right to Purchase shall be 
exercised on the applicable Right to Purchase Date.  Each Participant 
automatically and without any act on his part will be deemed to have 
exercised a Right to Purchase on each Right to Purchase Date to purchase the 
number of whole and fractional Shares which the amount in his Cash Account at 
that time is sufficient to purchase at the applicable purchase price.  Any 
remaining amount credited to a Participant's Cash Account after such 
application shall remain in such Participant's Cash Account for use in the 
next Offering unless withdrawn by the Participant.  The Company shall deliver 
to the custodian of the Plan as soon as practicable after each Right to 
Purchase Date a certificate for the total number of Shares purchased by all 
Participants on such Right to Purchase Date. The custodian shall allocate the 
proper number of Shares to the Share Account of each Participant.  If the 
aggregate Cash Account balances of all Participants on any Right to Purchase 
Date exceeds the amount required to purchase all of the Shares subject to 
Rights to Purchase on that Right to Purchase Date, then the Shares subject to 
Rights to Purchase shall be allocated pro rata among the Participants in the 
proportion that the number of Shares subject to Rights to Purchase bears to 
the number of Shares that could have been purchased with such aggregate 
amount available, if an unlimited number of Shares were available for 
purchase.  Any balances remaining in Participants' Cash Accounts due to over 
subscription will remain in the Participants' Cash Accounts for use in the 
next Offering unless withdrawn by the Participant.

     (f)  WITHDRAWALS FROM SHARE ACCOUNTS AND DIVIDEND REINVESTMENT.  A 
Participant may withdraw the Shares credited to his Share Account on a 
first-in-first-out basis.  The Committee shall establish rules and 
regulations governing such withdrawals.  All cash dividends paid, if any, 
with respect to the Shares credited to a Participant's Share Account shall be 
added to the Participant's Cash Account and thereby shall be applied to 
exercise Rights to Purchase for Shares on the Right to Purchase Date next 
succeeding the date such cash dividends are paid by the Company.  An election 
to leave Shares with the custodian shall constitute an election to apply the 
cash dividends with respect to such Shares to the exercise of Rights to 
Purchase hereunder.  Shares so purchased shall be applied to the Shares 
credited to each Participant's Share Account.

     (g)  TERMINATION OF EMPLOYMENT.  If the employment of a Participant 
terminates for any reason, including death, disability, retirement or other 
cause, his participation in this Section 10 of the Plan shall automatically 
and without any act on his part terminate as of the date of termination of 
his employment.  As soon as practicable following the Participant's 
termination of employment, the Company shall refund to such Participant

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<PAGE>

(or beneficiary, in the case of the Participant's death) any amount in his 
Cash Account which constitutes payroll deductions, without interest, and the 
custodian shall deliver to such Participant a share certificate issued in his 
name for the number of whole Shares credited to his Share Account through 
prior Offerings.

     (h)  EFFECT OF MERGER OR LIQUIDATION INVOLVING THE COMPANY.  In the 
event the Company merges with another entity and the Company is not the 
surviving entity, or in the event all or substantially all of the Company's 
assets or stock is acquired by another entity, the Committee may, in 
connection with any such transaction, cancel each outstanding Right to 
Purchase and refund sums previously collected from Participants under the 
canceled Rights to Purchase, or, in its discretion, cause each Participant 
with outstanding Rights to Purchase to have his or her Rights to Purchase 
exercised immediately prior to such transaction and thereby the balance of 
his or her Cash Account applied to the purchase of Shares at the purchase 
price in effect for that Offering, which would be treated as ending with the 
effective date of such transaction.  The balances of the Cash Accounts not so 
applied shall be refunded to the Participants.  In the event of a merger in 
which the Company is the surviving entity, each Participant shall be entitled 
to receive, for each Share as to which such Participant's Rights to Purchase 
are exercised, the securities or property that a holder of one Share was 
entitled to receive in connection with the merger.  To the extent that this 
paragraph is inconsistent with any other provision in this Plan, this 
paragraph shall control.

     SECTION 11.  AMENDMENT AND TERMINATION.

          (a)  AMENDMENTS TO THE PLAN.  The Board may amend, alter, suspend, 
discontinue or terminate the Plan or any portion thereof at any time; 
provided that no such amendment, alteration, suspension, discontinuation or 
termination shall be made without shareholder approval if such approval is 
necessary to comply with any tax or regulatory requirement, including for 
these purposes any approval requirement which is a prerequisite for exemptive 
relief from Section 16(b) of the Exchange Act for which or with which the 
Board deems it necessary or desirable to qualify or comply.  Notwithstanding 
anything to the contrary herein, the Committee may amend the Plan, subject to 
any shareholder approval required under Rule l6b-3, in such manner as may be 
necessary so as to have the Plan conform with local rules and regulations in 
any jurisdiction outside the United States.

          (b)  AMENDMENTS TO AWARDS.  Subject to the provisions of Section 9, 
the Committee may waive any conditions or rights under, amend any terms of, 
or alter, suspend, discontinue, cancel 

                                14

<PAGE>

or terminate any Award theretofore granted, prospectively or retroactively; 
provided that any such waiver, amendment, alteration, suspension, 
discontinuance, cancellation or termination that would impair the rights of 
any Participant or any holder or beneficiary of any Award theretofore granted 
shall not to that extent be effective without the consent of the affected 
Participant, holder or beneficiary.

          (c)  CANCELLATION OF AWARD.  Any provision of this Plan (except 
Section 9) or any Award Agreement to the contrary notwithstanding, the 
Committee may cause any Award granted hereunder to be canceled in 
consideration of the granting to the holder of an alternative Award having a 
Fair Market Value equal to the Fair Market Value of such canceled Award.

     SECTION 12.  GENERAL PROVISIONS.

          (a)  NONTRANSFERABILITY.

               (i)  Each Award, each Director Option and each Right to Purchase,
          and each right under any Award, any Director Option or any Right to
          Purchase, shall be exercisable during the Participant's or the
          Eligible Director's lifetime only by the Participant or the Eligible
          Director or, if permissible under applicable law, by the Participant's
          or the Eligible Director's guardian or legal representative or a
          transferee receiving such Award, Director Option or Right to Purchase
          pursuant to a qualified domestic relations order ("QDRO"), as
          determined by the Committee.

               (ii)  No Award, Director Option or Right to Purchase that
          constitutes a "derivative security," for purposes of Section 16 of the
          Exchange Act, may be assigned, alienated, pledged, attached, sold or
          otherwise transferred or encumbered by a Participant or Eligible
          Director otherwise than by will or by the laws of descent and
          distribution or pursuant to a QDRO, and any such purported assignment,
          alienation, pledge, attachment, sale, transfer or encumbrance shall be
          void and unenforceable against the Company or any Subsidiary; provided
          that the designation of a beneficiary shall not constitute an
          assignment, alienation, pledge, attachment, sale, transfer or
          encumbrance.

          (b)  NO RIGHTS TO AWARDS.  No Employee, Participant or other Person 
shall have any claim to be granted any Award, and there is no obligation for 
uniformity of treatment of Employees, Participants or holders or 
beneficiaries of Awards.  The terms 

                                  15

<PAGE>

and conditions of Awards need not be the same with respect to each recipient.

          (c)  SHARE CERTIFICATES.  All certificates for Shares or other 
securities of the Company or any Subsidiary delivered under the Plan shall be 
subject to such stop transfer orders and other restrictions as the Committee 
may deem advisable under the Plan or the rules, regulations and other 
requirements of the SEC, any stock exchange or national securities 
association upon which such Shares or other securities are then listed and 
any applicable federal or state laws; and the Committee may cause a legend or 
legends to be put on any such certificates to make appropriate reference to 
such restrictions.

          (d)  WITHHOLDING.  A Participant or Eligible Director may be 
required to pay to the Company or any Subsidiary and the Company or any 
Subsidiary shall have the right and is hereby authorized to withhold from any 
Award, Director Option or Share otherwise issued under the Plan, from any 
payment due or transfer made under any Award or any Director Option or 
otherwise under the Plan, or from any compensation or other amount owing to a 
Participant or Eligible Director, the amount of any applicable withholding 
taxes in respect of an Award, a Director Option or a Share otherwise issued 
under the Plan, its exercise or any payment or transfer under an Award, under 
a Director Option or otherwise under the Plan and to take such other action 
as may be necessary in the opinion of the Company to satisfy all obligations 
for the payment of such taxes.  With respect to Participants who are not 
subject to Section 16 of the Exchange Act, the withholding may be in the form 
of cash, Shares, other securities, other Awards or other property as the 
Committee may allow.  With respect to Participants and Eligible Directors who 
are subject to Section 16 of the Exchange Act, the withholding shall be in 
cash or in any other property permitted by Rule 16b-3 as the Committee may 
allow.  The Committee may provide for additional cash payments to 
Participants or Eligible Directors to defray or offset any tax arising from 
the grant, vesting, exercise or payments of any Award or Share otherwise 
issued under this Plan.

          (e)  AWARD AGREEMENTS.  Each Award hereunder shall be evidenced by 
an Award Agreement which shall be delivered to the Participant and shall 
specify the terms and conditions of the Award and any rules applicable 
thereto, including but not limited to the effect on such Award of the death, 
retirement or other termination of employment of a Participant and the 
effect, if any, of a change in control of the Company.

          (f)  NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS.  Nothing 
contained in the Plan shall prevent the Company or any Subsidiary from 
adopting or continuing in effect other compensa-

                                  16

<PAGE>

tion arrangements, which may, but need not, provide for the grant of options, 
restricted stock, shares and other types of awards provided for hereunder 
(subject to shareholder approval if such approval is required), and such 
arrangements may be either generally applicable or applicable only in 
specific cases.

          (g)  NO RIGHT TO EMPLOYMENT.  Eligibility for participation in this 
Plan or the grant of an Award shall not be construed as giving a Participant 
the right to be retained in the employ of the Company or any Subsidiary.  
Further, the Company or a Subsidiary may at any time dismiss a Participant 
from employment, free from any liability or any claim under the Plan, unless 
otherwise expressly provided in the Plan or in any Award Agreement.

          (h)  NO RIGHTS AS SHAREHOLDER.  Subject to the provisions of the 
Plan and/or the applicable Award, no Participant or holder or beneficiary of 
any Award, Director Option or Right to Purchase shall have any rights as a 
shareholder with respect to any Shares to be distributed under the Plan until 
he or she has become the holder of such Shares.  Notwithstanding the 
foregoing, in connection with each grant of Restricted Stock hereunder, the 
applicable Award shall specify if and to what extent the Participant shall 
not be entitled to the rights of a shareholder in respect of such Restricted 
Stock.

          (i)  GOVERNING LAW.  The validity, construction and effect of the 
Plan and any rules and regulations relating to the Plan and any Award 
Agreement shall be determined in accordance with the laws of the State of 
Ohio.

          (j)  SEVERABILITY.  If any provision of the Plan or any Award is or 
becomes or is deemed to be invalid, illegal or unenforceable in any 
jurisdiction or as to any Person or Award, or would disqualify the Plan or 
any Award under any law deemed applicable by the Committee, such provision 
shall be construed or deemed amended to conform to the applicable laws, or if 
it cannot be construed or deemed amended without, in the determination of the 
Committee, materially altering the intent of the Plan or the Award, such 
provision shall be stricken as to such jurisdiction, Person or Award and the 
remainder of the Plan and any such Award shall remain in full force and 
effect.

          (k)  OTHER LAWS.  The Committee may refuse to issue or transfer any 
Shares or other consideration under the Plan if, acting in its sole 
discretion, it determines that the issuance or transfer of such Shares or 
such other consideration might violate any applicable law or regulation or 
entitle the Company to recover the same under Section 16(b) of the Exchange 
Act, and any payment tendered to the Company by a Participant, other holder 
or 

                                17

<PAGE>

beneficiary in connection with the issuance of such Shares shall be promptly 
refunded to the relevant Participant, holder or beneficiary.  Without 
limiting the generality of the foregoing, no Award granted hereunder shall be 
construed as an offer to sell securities of the Company, and no such offer 
shall be outstanding, unless and until the Committee in its sole discretion 
has determined that any such offer, if made, would be in compliance with all 
applicable requirements of the U.S. federal securities laws.

          (l)  NO TRUST OR FUND CREATED.  Neither the Plan nor any Award 
shall create or be construed to create a trust or separate fund of any kind 
or a fiduciary relationship between the Company or any Subsidiary and a 
Participant or any other Person.  To the extent that any Person acquires a 
right to receive payments from the Company or any Subsidiary pursuant to the 
Plan, such rights shall be no greater than the right of any unsecured general 
creditor of the Company or any Subsidiary.

          (m)  RULE 16b-3 COMPLIANCE.  With respect to persons subject to 
Section 16 of the Exchange Act, transactions under this Plan are intended to 
comply with all applicable terms and conditions of Rule 16b-3 and any 
successor provisions.  To the extent that any provision of the Plan or action 
by the Committee fails to so comply, it shall be deemed null and void, to the 
extent permitted by law and deemed advisable by the Committee.

          (n)  HEADINGS.  Headings are given to the sections and subsections 
of the Plan solely as a convenience to facilitate reference.  Such headings 
shall not be deemed in any way material or relevant to the construction or 
interpretation of the Plan or any provision thereof.

          (o)  NO IMPACT ON BENEFITS.  Plan Awards or Shares otherwise issued 
under this Plan shall not be treated as compensation for purposes of 
calculating an Employee's rights under any employee benefit plan.

          (p)  INDEMNIFICATION.  Each person who is or shall have been a 
member of the Committee or of the Board shall be indemnified and held 
harmless by the Company against and from any loss, cost, liability or expense 
that may be imposed upon or reasonably incurred by him in connection with or 
resulting from any claim, action, suit or proceeding to which he may be made 
a party or in which he may be involved by reason of any action taken or 
failure to act under the Plan and against and from any and all amounts paid 
by him in settlement thereof, with the Company's approval, or paid by him in 
satisfaction of any judgment in any such action, suit or proceeding against 
him, provided he shall give the Company an opportunity, at its own expense, 
to handle and 

                                 18

<PAGE>

defend the same before he undertakes to handle and defend it on his own 
behalf.  The foregoing right of indemnification shall not be exclusive and 
shall be independent of any other rights of indemnification to which such 
persons may be entitled under the Company's Articles of Incorporation or 
Regulations, by contract, as a matter of law, or otherwise.

     SECTION 13.  TERM OF THE PLAN.

          (a)  EFFECTIVE DATE.  The AirNet Systems, Inc. 1996 Stock Incentive 
Plan was effective as of May 1, 1996.  The amendment and restatement of such 
Plan shall be effective as of the date of its approval by the shareholders of 
the Company.

          (b)  EXPIRATION DATE.  No Award or Right to Purchase shall be 
granted under the Plan after May 1, 2006.  Unless otherwise expressly 
provided for in the Plan or in an applicable Award Agreement, any Award 
granted hereunder may, and the authority of the Board or the Committee to 
amend, alter, adjust, suspend, discontinue or terminate any such Award or to 
waive any conditions or rights under any such Award shall, continue after 
May 1, 2006.

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