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                      LEASEHOLD INTEREST PURCHASE AGREEMENT


    This Leasehold Interest Purchase Agreement ("Agreement") is made this ___
day of October, 1997 by and between Gerald G. Mercer (aka Jerry G. Mercer), an
individual having a mailing address of 700 Ackerman Road, Suite 400, Columbus,
Ohio  43202 ("Seller"), and AirNet Systems, Inc. an Ohio corporation having a
mailing address of 3939 International Gateway Drive, Columbus, Ohio  43219
("Buyer".)

                                      BACKGROUND

    A.   Seller is the lessee under certain leases which are more particularly
described on EXHIBIT A attached hereto (collectively, the "Leases").

    B.   Seller desires to sell and assign, and Buyer desires to purchase, all
of Seller's right, title, and interest as lessee under the Leases, and in, to
and under the leasehold interest created thereby (collectively, the "Leasehold
Interest") upon the terms and conditions hereinafter set forth.

                                      AGREEMENT

    The parties hereto, in consideration of the mutual covenants contained in
this Agreement, and intending to be legally bound, agree as follows:

    Section 1.     SALE AND ASSIGNMENT.  Seller agrees to sell and assign to
Buyer, and Buyer agrees to purchase from Seller, the Leasehold Interest.  The
Leasehold Interest shall include all of the right, title and interest of Seller
in and to all improvements now or hereafter located on the Leased Premises
(defined in the Leases) and any repairs, alterations or improvements thereto. 
The Leased Premises is more particularly described on EXHIBIT B attached hereto.

    Section 2.     PURCHASE PRICE.  The purchase price for the Leasehold
Interest (the "Purchase Price") is Four Million One Hundred Five Thousand
Dollars ($4,105,000), payable as follows:  

         (a)  Buyer shall assume and agree to pay an existing mortgage loan
from Columbus Countywide Development Corporation to Seller, as subsequently
assigned to the Small Business Administration (the "SBA Mortgage"), the current
unpaid principal balance of which is approximately $336,000.

         (b)  the balance of the Purchase Price shall be paid at Closing (as
hereinafter defined) in cash in the form of a 

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certified or bank check or wired federal funds.

    Section 3. CLOSING.  The closing of the transactions contemplated by this 
Agreement (the "Closing") shall take place (a) at the offices of Vorys, 
Sater, Seymour and Pease, 52 East Gay Street, Columbus, Ohio or such other 
place as Seller and Buyer may mutually agree upon in writing, and (b) not 
later than October ____, 1997. 

    Section 4. REPRESENTATIONS AND WARRANTIES OF SELLER.  To induce Buyer to 
enter into this Agreement to purchase the Leasehold Interest, Seller 
represents and warrants to Buyer as follows:

         a.   There are no liens, restrictions, encumbrances, easements or
    other title objections affecting the Leased Premises that are prior in
    lien to the Leases, except as identified on the attached EXHIBIT C.

         b.   There are no leases, subleases, tenancies, licenses, or
    other rights of occupancy or use of any portion of the Leased Premises
    other than the Leases and the Subleases identified on attached EXHIBIT
    D.

         c.   Seller is the sole legal and beneficial owner of the
    Leasehold Interest and Seller has made no prior assignment of Seller's
    interest in the Leases.

         d.   The Leasehold Interest is free and clear of all liens,
    security interests, encumbrances, pledges, claims of others, or
    equitable interests of any kind whatsoever, except the lien of the SBA
    Mortgage.

         e.   The Leases are valid and subsisting and in full force and
    effect in accordance with their terms.

         f.   The Leases identified on EXHIBIT A have not been modified or
    amended except as set forth on EXHIBIT A.

         g.   The rents payable to Lessor under the Leases are as set
    forth in the copies of the Leases previously delivered to Buyer by
    Seller.

         h.   All real property taxes, additions, interest and penalties,
    due with respect to the Premises for calendar year 1996 will have been
    paid to the appropriate governmental agencies at or prior to the date
    of Closing.

         i.   Neither Lessor nor Seller is in default under 

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    any provision of the Leases, and no event has occurred which, with the
    passage of time or the giving of notice, or both, would constitute a
    default by Seller.

         j.   Seller has performed, and at Closing shall have performed,
    all obligations that it has under the Leases that shall have accrued
    as of Closing.

         k.   Seller has no management, service, equipment, supply,
    maintenance, concession, or other agreements with respect to or
    affecting the Leased Premises, which will be binding upon Buyer after
    Closing.

         l.   Neither Seller nor, to Seller's knowledge, Lessor nor any
    prior owner of the Leased Premises has disposed of or released any
    hazardous substance, contaminant, or pollutant on or in the Leased
    Premises, including any release from an underground storage tank on
    the Leased Premises, liability for abatement or cleanup of which may
    be imposed on Buyer under any applicable law, ordinance, or
    regulation.  

         m.   Seller does not know of any pending or threatened
    condemnation or eminent domain proceedings that would affect the
    Leased Premises.

         n.   No litigation or proceeding is pending or threatened
    relating to Seller or the Leased Premises, or any part thereof, or, to
    Seller's knowledge, to Lessor, which could have an adverse effect on
    title to or the use and enjoyment or value of the Leased Premises or
    the Leasehold Interest or any part thereof, or which could in any way
    interfere with the consummation of this Agreement.  No claims are
    pending against Seller by any user of the Leased Premises, or by any
    other person, for which Buyer or Lessor may be liable after Closing.

    Section 5. CONTINGENCIES.  The obligation of Buyer to purchase the
Leasehold Interest is subject to the satisfaction of each of the following
conditions, any of which may be waived in whole or in part by Buyer at or before
Closing:

         a.   At the date of Closing, the warranties and representations
    of Seller set forth in this Agreement shall be true and correct.

         b.   At the date of Closing, Seller shall have performed all of
    its other obligations under this Agreement.

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         c.   At the date of Closing, no petition in bankruptcy,
    insolvency proceeding, or petition for reorganization or for the
    appointment of a receiver or trustee shall have been filed by or
    against Seller.

    If any condition specified in this section is not timely satisfied by
Seller or waived by Buyer, Buyer shall have the right to terminate this
Agreement, in which event neither Buyer nor Seller shall have any further
obligation under this Agreement; provided, that termination of this Agreement
shall not be Buyer's sole remedy if Seller defaults, those additional remedies
being set forth in section 10 of this Agreement.

    Section 6. DOCUMENTS TO BE DELIVERED.  At Closing, Seller shall deliver
to Buyer the following documents, in form reasonably satisfactory to Buyer:

         a.   An Assignment of Leasehold Interest, substantially in the
    form of the attached EXHIBIT E, duly executed and acknowledged by
    Seller and Lessor (the "Assignment").

         b.   A Non-Foreign Affidavit, in the form reasonably requested by
    Buyer, duly executed and acknowledged by Seller.

         c.   Such other documentation as may be required by Buyer.

    Section 7. BROKERS.  Seller and Buyer each represents and warrants to
the other that it has not dealt with any broker or other intermediary to whom a
fee or commission is payable in connection with or relating to the transaction
which is the subject of this Agreement.  Seller and Buyer shall each defend,
indemnify, and hold the other harmless from and against any and all liability,
claim, charge, or damages, including without limitation attorney fees and court
costs, incurred by the other as a result of any breach of the foregoing
representation.

    Section 8. TAXES; PRORATIONS.  Real property taxes and all utility
charges are Buyer's responsibility under a Sublease between Buyer and Seller for
the entire Demised Premises.  Therefore, there shall be no prorations of real
property taxes or utilities.

    Section 9. CASUALTY; CONDEMNATION.  If any portion of the Leased Premises 
shall be taken, or proposed to be taken, by condemnation or purchase in lieu 
thereof, or shall be damaged by fire or other casualty, before Closing, 
Seller shall immediately advise Buyer thereof, and shall further advise Buyer 
of whether Seller 

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proposes to repair and restore the Leased Premises, and Buyer shall 
thereafter have the option exercisable through the date of Closing, to 
terminate this Agreement or to complete Closing.

    Section 10. SELLER'S DEFAULT.   If Seller shall default hereunder, Buyer
shall have the option of:

         a.   canceling this Agreement, in which event Seller shall
    reimburse Buyer for the cost of any title search and the preparation
    of this Agreement; or

         b.   exercising any rights or remedies as may be provided for or
    allowed by law or in equity as a result of such default.

    Section 11. ENTIRE AGREEMENT.  This is the entire Agreement between the
parties, and there are no other terms, obligations, covenants, representations,
or conditions, oral or otherwise, of any kind whatsoever.  Any agreement
hereafter made shall be ineffective to modify this Agreement, unless that
agreement is in writing and signed by the party against whom enforcement is
sought.

    Section 12. SUCCESSORS AND ASSIGNS.  This Agreement shall be binding on and
shall inure to the benefit of the parties to this Agreement and their respective
heirs, executors, administrators, legal representatives, and assigns.

    Section 13. GOVERNING LAW.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio.

    Section 14. SURVIVAL.  Notwithstanding any presumption to the contrary, all
covenants, representations, warranties, and indemnities contained in this
Agreement shall survive Closing.

    IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the
date set forth above.

BUYER                                  SELLER
-----                                  ------

AIRNET SYSTEMS, INC.


By:___________________________         ______________________________
   Eric P. Roy                         Gerald G. Mercer
   Executive Vice President


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   LIST OF EXHIBITS AND SCHEDULES TO LEASEHOLD INTEREST PURCHASE AGREEMENT
           DATED OCTOBER 31, 1997 BY AND BETWEEN GERALD G. MERCER
                            AND AIRNET SYSTEMS, INC.


  Exhibits
  --------

Exhibit A       Description of the Leases

Exhibit B       Description of the Leased Premise

Exhibit C       permitted Exceptions

Exhibit D       Rights of Occupancy

Exhibit E       Assignment of Leasehold Interest




NOTES: AirNet Systems, Inc., hereby agrees to furnish supplementary a copy of 
any omitted Exhibits and Schedules to the Securities and Exchange Commission 
upon request.