<PAGE>

                                                            [EXECUTION COPY]



                                       

                          AGREEMENT AND PLAN OF MERGER
                                          
                                 dated as of
                                          
                                April 14, 1998
                                          
                                    among
                                          
                          Q INTERNATIONAL COURIER, INC.
                                          
                                (the "Company")
                                          
                               ROBERT J. MITZMAN
                                          
                           (the "Primary Stockholder")
                                       
                       The other stockholders of the Company
                        listed on the signature pages hereof
                                       
                           (the "Other Stockholders")
                                       
                              AIRNET SYSTEMS, INC.
                                       
                                  ("AirNet")
                                       
                                     and
                                       
                             Q ACQUISITION COMPANY
                                          
                             ("Merger Subsidiary")


<PAGE>

                                 TABLE OF CONTENTS

                                                                          Page

                                     ARTICLE I
                                     THE MERGER
<TABLE>
<S>            <C>                                                           <C>
SECTION 1.01.  The Merger; Effective Time. . . . . . . . . . . . . . . . . . 2
        1.02.  Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
        1.03.  Effect of the Merger. . . . . . . . . . . . . . . . . . . . . 2
        1.04.  Conversion of Securities. . . . . . . . . . . . . . . . . . . 3
        1.05.  Escrows . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
        1.06.  Surrender . . . . . . . . . . . . . . . . . . . . . . . . . . 3
        1.07.  Treatment of Stock Options. . . . . . . . . . . . . . . . . . 4

                                     ARTICLE II
                             THE SURVIVING CORPORATION

SECTION 2.01.  Governing Documents . . . . . . . . . . . . . . . . . . . . . 5
        2.02.  Directors and Officers. . . . . . . . . . . . . . . . . . . . 5

                                    ARTICLE III
                           REPRESENTATIONS AND WARRANTIES
                                   OF THE COMPANY

SECTION 3.01.  Corporate Existence and Power . . . . . . . . . . . . . . . . 5
        3.02.  Organizational Documents. . . . . . . . . . . . . . . . . . . 6
        3.03.  Corporate Authorization . . . . . . . . . . . . . . . . . . . 6
        3.04.  Governmental Authorization. . . . . . . . . . . . . . . . . . 6
        3.05.  Non-Contravention . . . . . . . . . . . . . . . . . . . . . . 6
        3.06.  Capitalization. . . . . . . . . . . . . . . . . . . . . . . . 7
        3.07.  Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . 7
        3.08.  Financial Statements. . . . . . . . . . . . . . . . . . . . . 8
        3.09.  Information Supplied. . . . . . . . . . . . . . . . . . . . . 8
        3.10.  Absence of Certain Changes. . . . . . . . . . . . . . . . . . 9
        3.11.  No Undisclosed Liabilities. . . . . . . . . . . . . . . . . .10
        3.12.  Litigation. . . . . . . . . . . . . . . . . . . . . . . . . .10
        3.13.  Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
        3.14.  ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
        3.15.  Trademarks, Patents and Copyrights. . . . . . . . . . . . . .13
        3.16.  Material Contracts. . . . . . . . . . . . . . . . . . . . . .14
        3.17.  Compliance with Laws. . . . . . . . . . . . . . . . . . . . .15
        3.18.  Finders' Fees . . . . . . . . . . . . . . . . . . . . . . . .15
        3.19.  Pooling; Tax Treatment. . . . . . . . . . . . . . . . . . . .15
        3.20.  Other Information . . . . . . . . . . . . . . . . . . . . . .16


                                       i
<PAGE>

SECTION 3.21.  Environmental Compliance. . . . . . . . . . . . . . . . . . .16
        3.22.  Intercompany Arrangements . . . . . . . . . . . . . . . . . .18
        3.23.  Satisfaction of Certain Conditions. . . . . . . . . . . . . .18
        3.24.  Representations . . . . . . . . . . . . . . . . . . . . . . .18

                                     ARTICLE IV
                           REPRESENTATIONS AND WARRANTIES
                          OF AIRNET AND MERGER SUBSIDIARY

SECTION 4.01.  Corporate Existence and Power . . . . . . . . . . . . . . . .18
        4.02.  Organizational Documents. . . . . . . . . . . . . . . . . . .18
        4.03.  Corporate Authorization . . . . . . . . . . . . . . . . . . .18
        4.04.  Governmental Authorization. . . . . . . . . . . . . . . . . .19
        4.05.  Non-Contravention . . . . . . . . . . . . . . . . . . . . . .19
        4.06.  Capitalization. . . . . . . . . . . . . . . . . . . . . . . .19
        4.07.  SEC Filings; AirNet Disclosure Documents; 
                  Financial Statements . . . . . . . . . . . . . . . . . . .20
        4.08.  Information Supplied. . . . . . . . . . . . . . . . . . . . .21
        4.09.  Pooling; Tax Treatment. . . . . . . . . . . . . . . . . . . .21
        4.10.  Finders' Fees . . . . . . . . . . . . . . . . . . . . . . . .21
        4.11.  Compliance with Laws. . . . . . . . . . . . . . . . . . . . .21
        4.12.  Environmental Compliance. . . . . . . . . . . . . . . . . . .21
        4.13.  Trademarks, Patents and Copyrights. . . . . . . . . . . . . .23
        4.14.  Absence of Certain Changes. . . . . . . . . . . . . . . . . .23
        4.15.  Satisfaction of Certain Conditions. . . . . . . . . . . . . .23
        4.16.  Representations . . . . . . . . . . . . . . . . . . . . . . .23

                                     ARTICLE V
                              COVENANTS OF THE COMPANY

SECTION 5.01.  Conduct of the Business of the Company. . . . . . . . . . . .24
        5.02.  Access to Information; Confidentiality. . . . . . . . . . . .26
        5.03.  Other Offers. . . . . . . . . . . . . . . . . . . . . . . . .26
        5.04.  Notices of Certain Events . . . . . . . . . . . . . . . . . .27
        5.05.  Stockholder Actions . . . . . . . . . . . . . . . . . . . . .27

                                     ARTICLE VI
                     COVENANTS OF AIRNET AND MERGER SUBSIDIARY

SECTION 6.01.  Access to Information; Confidentiality. . . . . . . . . . . .28
        6.02.  Obligations of Merger Subsidiary. . . . . . . . . . . . . . .29
        6.03.  Other Offers. . . . . . . . . . . . . . . . . . . . . . . . .29
        6.04.  Notices of Certain Events . . . . . . . . . . . . . . . . . .29
        6.05.  Registration Statement; Stockholder Meeting; Proxy Material .30
        6.06.  Listing of Shares . . . . . . . . . . . . . . . . . . . . . .30
        6.07.  Director and Officer Indemnification. . . . . . . . . . . . .30


                                      ii
<PAGE>

SECTION 6.08.  Board of Directors. . . . . . . . . . . . . . . . . . . . . .30
        6.09.  Rules 144 and 145 . . . . . . . . . . . . . . . . . . . . . .31
        6.10.  Purchase of Airport Facility. . . . . . . . . . . . . . . . .31
        6.11.  Release of Guarantees . . . . . . . . . . . . . . . . . . . .31

                                    ARTICLE VII
                                COVENANTS OF AIRNET,
                          THE COMPANY AND THE STOCKHOLDERS

SECTION 7.01.  Reasonable Efforts. . . . . . . . . . . . . . . . . . . . . .31
        7.02.  Certain Filings . . . . . . . . . . . . . . . . . . . . . . .31
        7.03.  Public Announcements. . . . . . . . . . . . . . . . . . . . .32
        7.04.  Further Assurances. . . . . . . . . . . . . . . . . . . . . .32
        7.05.  Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . .32
        7.06.  Tax Treatment . . . . . . . . . . . . . . . . . . . . . . . .33
        7.07.  Employee Benefits . . . . . . . . . . . . . . . . . . . . . .34
        7.08.  Postal Office Litigation. . . . . . . . . . . . . . . . . . .34

                                    ARTICLE VIII
                              CONDITIONS TO THE MERGER

SECTION 8.01.  Conditions to the Obligations of Each Party . . . . . . . . .34
        8.02.  Conditions to the Obligations of AirNet 
                  and Merger Subsidiary. . . . . . . . . . . . . . . . . . .35
        8.03.  Conditions to the Obligations of the Company. . . . . . . . .37
                                          
                                     ARTICLE IX
                                    TERMINATION

SECTION 9.01.  Termination . . . . . . . . . . . . . . . . . . . . . . . . .39
        9.02.  Effect of Termination . . . . . . . . . . . . . . . . . . . .40

                                     ARTICLE X
                             SURVIVAL; INDEMNIFICATION

SECTION 10.01.  Survival . . . . . . . . . . . . . . . . . . . . . . . . . .40
        10.02.  Indemnification. . . . . . . . . . . . . . . . . . . . . . .40
        10.03.  Procedures . . . . . . . . . . . . . . . . . . . . . . . . .41
        10.04.  Exclusive Remedy . . . . . . . . . . . . . . . . . . . . . .42
        10.05.  Certain Limitations. . . . . . . . . . . . . . . . . . . . .42

                                     ARTICLE XI
                                   MISCELLANEOUS

SECTION 11.01.  Notices. . . . . . . . . . . . . . . . . . . . . . . . . . .43
        11.02.  Amendments; No Waivers . . . . . . . . . . . . . . . . . . .44


                                      iii
<PAGE>

SECTION 11.03.  Expenses; Taxes. . . . . . . . . . . . . . . . . . . . . . .44
        11.04.  Headings . . . . . . . . . . . . . . . . . . . . . . . . . .45
        11.05.  Severability . . . . . . . . . . . . . . . . . . . . . . . .45
        11.06.  Entire Agreement; Company Disclosure Schedule. . . . . . . .45
        11.07.  Successors and Assigns . . . . . . . . . . . . . . . . . . .45
        11.08.  Governing Law. . . . . . . . . . . . . . . . . . . . . . . .45
        11.09.  Counterparts; Effectiveness. . . . . . . . . . . . . . . . .45
</TABLE>

                                      iv

<PAGE>
                                       
                              INDEX OF DEFINED TERMS

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
4

401(k) Plan Participants . . . . . . . . . . . . . . . . . . . . . . . . . .34

A

Adjusted Option. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Affiliate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
AirNet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
AirNet 1997 Form 10-K. . . . . . . . . . . . . . . . . . . . . . . . . . . .20
AirNet 401(k) Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . .34
AirNet Acquisition Proposal. . . . . . . . . . . . . . . . . . . . . . . . .29
AirNet Common Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
AirNet Disclosure Documents. . . . . . . . . . . . . . . . . . . . . . . . .20
AirNet Indemnitee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .40
AirNet Intellectual Property Rights. . . . . . . . . . . . . . . . . . . . .23
AirNet Material Adverse Effect . . . . . . . . . . . . . . . . . . . . . . .23
AirNet Preferred Shares. . . . . . . . . . . . . . . . . . . . . . . . . . .19
AirNet Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . . .30
AirNet Representatives . . . . . . . . . . . . . . . . . . . . . . . . . . .26
AirNet Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
AirNet Shareholder Consent . . . . . . . . . . . . . . . . . . . . . . . . .19
AirNet Shareholder Meeting . . . . . . . . . . . . . . . . . . . . . . . . .30
Airport Facility Purchase Agreement. . . . . . . . . . . . . . . . . . . . .31
Applicable Corporate Statutes. . . . . . . . . . . . . . . . . . . . . . . . 1

B

Balance Sheet. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Balance Sheet Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Benefit Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . .13

C

CERCLA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Company 401(k) Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . .34
Company Acquisition Proposal . . . . . . . . . . . . . . . . . . . . . . . .26
Company Disclosure Schedule. . . . . . . . . . . . . . . . . . . . . . . . . 3
Company Indemnitees. . . . . . . . . . . . . . . . . . . . . . . . . . . . .41
Company Material Adverse Effect. . . . . . . . . . . . . . . . . . . . . . . 9
Company Representatives. . . . . . . . . . . . . . . . . . . . . . . . . . .28
Company Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Company Subsidiary Securities. . . . . . . . . . . . . . . . . . . . . . . . 8

                                       v
<PAGE>

D

DLJ. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

E

Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Employee Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
ERISA Affiliate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
Escrow Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Escrow Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Escrow Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

F

Final S Corporation Tax Distribution . . . . . . . . . . . . . . . . . . . .33
Financial Projections. . . . . . . . . . . . . . . . . . . . . . . . . . . .16

G

General Contingencies. . . . . . . . . . . . . . . . . . . . . . . . . . . .40
General Escrow Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

H

Hazardous Substance. . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
HSR Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

I

Indemnified Party. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .41
Indemnifying Party . . . . . . . . . . . . . . . . . . . . . . . . . . . . .41
Intellectual Property Rights . . . . . . . . . . . . . . . . . . . . . . . .13

L

Lease Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .40

M

Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Merger Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Merger Subsidiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Multiemployer Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

N

New York Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
NYSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

O

Ohio Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

                                       vi
<PAGE>

Other Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

P

Pension Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
Preliminary S Corporation Tax Distribution . . . . . . . . . . . . . . . . .33
Primary Stockholder. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

R

Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . .30
Release. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16

S

SBCWDR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Specific Contingencies . . . . . . . . . . . . . . . . . . . . . . . . . . .40
Specific Escrow Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Stockholder Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Straddle Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7, 19
Surviving Corporation. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

T

Tax Returns. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
</TABLE>

                                       vii
<PAGE>

                            AGREEMENT AND PLAN OF MERGER
                                          

     AGREEMENT AND PLAN OF MERGER dated as of April 14, 1998, among Q 
INTERNATIONAL COURIER, INC., a New York corporation (the "Company"), ROBERT 
J. MITZMAN (the "Primary Stockholder"), the OTHER STOCKHOLDERS of the Company 
as listed on the signature pages hereof (together with any stockholder of the 
Company who subsequently becomes party to this Agreement through joinder, the 
"Other Stockholders", and, together with the Primary Stockholder, the 
"Stockholders"), AIRNET SYSTEMS, INC., an Ohio corporation ("AirNet"), and Q 
ACQUISITION COMPANY, an Ohio corporation and a direct, wholly-owned 
subsidiary of AirNet ("Merger Subsidiary").

     WHEREAS, upon the terms and subject to the conditions of this Agreement 
and in accordance with the General Corporation Law of the State of Ohio (the 
"Ohio Law") and the Business Corporation Law of the State of New York (the 
"New York Law" and, collectively with the Ohio Law, the "Applicable Corporate 
Statutes"), the Company and AirNet have agreed to effectuate a business 
combination transaction pursuant to which Merger Subsidiary will merge with 
and into the Company (the "Merger"); and

     WHEREAS, the respective Boards of Directors of the Company, AirNet and 
Merger Subsidiary have determined that the Merger is fair to and in the best 
interests of their respective companies and shareholders and have approved 
and adopted this Agreement and have approved the Merger and the other 
transactions contemplated hereby and recommended approval and adoption of 
this Agreement and approval of the Merger by their respective shareholders; 
and

     WHEREAS, for federal income tax purposes, it is intended that the Merger 
qualify as a reorganization under the provisions of Section 368(a) of the 
Internal Revenue Code of 1986, as amended (the "Code");

     NOW, THEREFORE, in consideration of the foregoing and the respective 
representations, warranties, covenants and agreements set forth in this 
Agreement, the parties hereto agree as follows:

<PAGE>
                                       
                                   ARTICLE I

                                   THE MERGER

     SECTION 1.01.  THE MERGER; EFFECTIVE TIME.  (a) Upon the terms and 
subject to the conditions set forth in this Agreement and in accordance with 
the Applicable Corporate Statutes, at the Effective Time (as defined herein), 
Merger Subsidiary shall be merged with and into the Company, in accordance 
with New York Law and Ohio Law, whereupon the separate existence of Merger 
Subsidiary shall cease, and the Company shall be the surviving corporation 
(the "Surviving Corporation"). 

     (b)    As soon as practicable after satisfaction or, to the extent 
permitted hereunder, waiver of all conditions to the Merger set forth in 
Article VIII, the Company and Merger Subsidiary will file a certificate of 
merger with the Secretary of State of the State of New York and the Secretary 
of State of the State of Ohio, in such forms as required by and executed in 
accordance with the provisions of, and shall make all other filings or 
recordings required by the Applicable Corporate Statutes in connection with 
the Merger.  The Merger shall become effective at such time as the 
certificate of merger is duly filed with the Secretary of State of the State 
of New York and with the Secretary of State of the State of Ohio or at such 
later time as is specified in the certificate of merger (the "Effective 
Time").

     (c)    From and after the Effective Time, the Surviving Corporation 
shall possess all the rights, privileges, powers and franchises and be 
subject to all of the restrictions, disabilities and duties of the Company 
and Merger Subsidiary, all as provided under Ohio Law and New York Law.

     SECTION 1.02.  CLOSING.  Unless this Agreement shall have been 
terminated and abandoned pursuant to Section 9.01 and subject to the 
satisfaction or, to the extent permitted hereunder, waiver of the conditions 
set forth in Article VIII, the consummation of the Merger will take place as 
promptly as practicable (and in any event within five business days) after 
satisfaction or waiver of the conditions set forth in Article VIII, at the 
offices of Vorys, Sater, Seymour and Pease LLP, 52 East Gay Street, Columbus, 
Ohio, unless another date or place is agreed to in writing by the Company and 
AirNet.

     SECTION 1.03.  EFFECT OF THE MERGER.  At the Effective Time, the effect 
of the Merger shall be as provided in the applicable provisions of Ohio Law 
and New York Law. Without limiting the generality of the foregoing, and 
subject thereto, at the Effective Time, except as otherwise provided herein, 
all of the property, rights, privileges, powers and franchises of the Company 
and Merger Subsidiary shall vest in the Surviving Corporation, and all debts, 
liabilities and duties of the Company and Merger Subsidiary shall become the 
debts, liabilities and duties of the Surviving Corporation.     

                                      -2-

<PAGE>

     SECTION 1.04.  CONVERSION OF SECURITIES.  (a)  At the Effective Time, by 
virtue of the Merger and without any action on the part of the Company or any 
of the Stockholders, all issued and outstanding shares of capital stock of 
the Company immediately prior to the Effective Time shall be converted into 
an aggregate of 3,141,356 common shares, $.01 par value, of AirNet (the 
"AirNet Common Shares") (the "Merger Consideration"), less (i) 314,136 AirNet 
Common Shares to indemnify Buyer with respect to general contingencies (the 
"General Escrow Shares") and (ii) 46,091 AirNet Common Shares to indemnify 
Buyer with respect to the specific contingencies set forth on Schedule 1.04 
of the the disclosure schedule (the "Company Disclosure Schedule") previously 
delivered to AirNet by the Company (the "Specific Escrow Shares" and, 
together with the General Escrow Shares, the "Escrow Shares"). The holders of 
such certificates previously evidencing shares of capital stock of the 
Company outstanding prior to the Effective Time shall cease to have any 
rights with respect to such shares of capital stock except as otherwise 
provided herein or by applicable law. The allocation of the Merger 
Consideration among the outstanding shares of capital stock of the Company 
shall be determined according to the percentages set forth on Annex A 
attached hereto. 

     (b)    Each share of capital stock held by the Company as treasury stock 
immediately prior to the Effective Time shall automatically be cancelled and 
extinguished without any conversion thereof, and no payment shall be made 
with respect thereto.

     (c)    Each share of capital stock of Merger Subsidiary issued and 
outstanding immediately prior to the Effective Time shall be converted into 
and become one fully paid and non-assessable share of common stock, $1.00 par 
value, of the Surviving Corporation with the same rights, powers and 
privileges as the shares so converted and shall constitute the only 
outstanding shares of capital stock of the Surviving Corporation.

     (d)    No fractional shares of AirNet Common Shares shall be issued in 
the Merger, but in lieu thereof each Stockholder otherwise entitled to a 
fractional AirNet Common Share will be entitled to receive from AirNet in 
accordance with the provisions of this Section 1.04(d), a cash payment in 
lieu of such fractional AirNet Common Share equal to the fair market value of 
such fractional AirNet Common Share based on the closing price of the AirNet 
Common Shares on the New York Stock Exchange, Inc. ("NYSE") on the last 
trading day immediately prior to the Closing Date.

     SECTION 1.05.  ESCROWS.  The parties agree that the General Escrow 
Shares and the Specific Escrow Shares shall be deposited in an account (the 
"Escrow Account") with Banc One Corporation, as escrow agent (the "Escrow 
Agent"), to be held and administered in accordance with the terms and 
conditions of an Escrow Agreement substantially in the form attached hereto 
as Exhibit 1.05, against which Escrow Account AirNet shall be entitled to 
recover any general Losses which may be suffered by AirNet for which AirNet 
is entitled to indemnity pursuant to Section 11.02(a), in the case of the 
General Escrow Shares, or to recover any Losses arising out of the specific 
contingencies set forth on Schedule 1.04, in the case of the Specific Escrow 
Shares.

     SECTION 1.06.  SURRENDER.  (a) At the Effective Time, each holder of 
shares of capital stock of the Company outstanding immediately prior to the 
Effective Time shall be entitled to 

                                      -3-
<PAGE>

receive the percentage of the Merger Consideration set forth opposite such 
holder's name on Annex A attached hereto, less the corresponding percentage 
of the Escrow Shares, upon surrender to AirNet of all certificates which 
formerly represented all outstanding shares of capital stock of the Company 
held by such holder; PROVIDED, that in no event shall the holders of shares 
of capital stock of the Company outstanding immediately prior to the 
Effective Time be entitled to receive in the aggregate more than 100% of the 
Merger Consideration.

     (b)    After the Effective Time, the stock transfer books of the Company 
shall be closed, and there shall be no further registration of transfers of 
shares of capital stock of the Company on the records of the Company. If, 
after the Effective Time, certificates representing shares of capital stock 
of the Company are presented to the Surviving Corporation, they shall be 
cancelled and exchanged for the Merger Consideration (less the corresponding 
Escrow Shares) provided for, and in accordance with the procedures set forth, 
in this Article I.

     (c)    No dividends or other distributions declared or made after the 
Effective Time which have a record date after the Effective Time shall be 
paid to the holder of any unsurrendered certificates representing shares of 
capital stock of the Company with respect to the AirNet Common Shares such 
holder is entitled to receive until such certificates shall have been 
surrendered to the Surviving Corporation.

     SECTION 1.07. TREATMENT OF STOCK OPTIONS. (a) As soon as practicable 
following the date of this Agreement, the directors of the Company shall 
adopt such resolutions or take such other actions as may be required to 
effect the following: adjust the terms of all Company Stock Options, whether 
vested or unvested, as necessary to provide that, at the Effective Time, each 
Company Stock Option outstanding immediately prior to the Effective Time 
shall be amended and converted into an option to acquire, on substantially 
the same terms and conditions as were applicable under the Company Stock 
Option (including, without limitation, substantially the same vesting and 
termination provisions, subject to the terms and conditions of this 
Agreement), the number of AirNet Common Shares (rounded to the nearest whole 
share) determined by multiplying 249,591 by a fraction the numerator of which 
shall be the number of shares of the Company's capital stock subject to such 
Company Stock Option and the denominator of which shall be the total number 
of shares of the Company's capital stock subject to all Company Stock 
Options, at a price per AirNet Common Share equal to (A) the aggregate 
exercise price for the shares of capital stock of the Company otherwise 
purchasable pursuant to such Company Stock Option divided by (B) the 
aggregate number of AirNet Common Shares deemed purchasable pursuant to such 
Company Stock Option (each, as so adjusted, an "Adjusted Option"); PROVIDED 
that such exercise price shall be rounded up to the nearest whole cent.

     (b)    Prior to the Effective Time, AirNet, if necessary, shall amend 
its existing option plans or, if necessary, adopt an option plan, in either 
case, to provide for the issuance of the Adjusted Options at the Effective 
Time and by virtue of the Merger, and without the need of any further 
corporate action, AirNet shall assume all obligations of the Company with 
respect to the Company Stock Options outstanding at the Effective Time.

                                     -4-
<PAGE>

     (c)    As soon as practicable after the Effective Time, AirNet shall 
deliver to the holders of Company Stock Options appropriate notices setting 
forth such holders' rights with respect to Adjusted Options and, in exchange 
for the executed agreements reflecting the Company Stock Options, agreements 
evidencing the grants of such Adjusted Options.  

     (d)    A holder of an Adjusted Option may exercise such Adjusted Option 
in whole or in part in accordance with its terms by delivering a properly 
executed notice of exercise to AirNet, together with the consideration 
therefor and any required United States Federal withholding tax information 
and payment.  

     (e)    Except as otherwise contemplated by this Section 1.07 and except 
to the extent required under the respective terms of the Company Stock 
Options, all restrictions or limitations on transfer and vesting with respect 
to Company Stock Options, to the extent that such restrictions or limitations 
shall not have already lapsed, shall remain in full force and effect with 
respect to the Adjusted Options after giving effect to the Merger and the 
assumption by AirNet as set forth above.

                                   ARTICLE II
                                          
                           THE SURVIVING CORPORATION
                                          
     SECTION 2.01.  GOVERNING DOCUMENTS.  At the Effective Time of the 
Merger, the Certificate of Incorporation and the Bylaws of the Company, as in 
effect immediately prior to the Effective Time, shall be the Certificate of 
Incorporation and the Bylaws of the Surviving Corporation, except that the 
name of the Surviving Corporation shall be changed to "Quick International 
Courier, Inc."

     SECTION 2.02.  DIRECTORS AND OFFICERS.  From and after the Effective 
Time, until successors are duly elected or appointed and qualified in 
accordance with applicable law, (i) the directors of Merger Subsidiary at the 
Effective Time shall be the directors of the Surviving Corporation, and (ii) 
the officers of the Surviving Corporation at the Effective Time shall be the 
officers set forth on Schedule 2.02.

                                  ARTICLE III
                                          
                         REPRESENTATIONS AND WARRANTIES
                                OF THE COMPANY 

     The Company represents and warrants to AirNet and Merger Subsidiary that:

     SECTION 3.01.  CORPORATE EXISTENCE AND POWER. The Company is a corporation
duly organized, validly existing and in good standing under the laws of the
State of New York, and has all requisite corporate powers and all governmental
licenses, authorizations, consents and 

                                      -5-
<PAGE>

approvals required to own, lease and operate its properties and to carry on 
its business as now conducted by the Company.  The Company is duly qualified 
or licensed to do business as a foreign corporation, and is in good standing, 
in each jurisdiction where the character of the property owned or leased by 
it or the nature of its activities makes such qualification or licensing 
necessary.

     SECTION 3.02.  ORGANIZATIONAL DOCUMENTS.  The Company has heretofore 
delivered to AirNet true and complete copies of  the Certificate of 
Incorporation and Bylaws of the Company, in each case as currently in effect. 
The Company is not in violation of any provision of its Certificate of 
Incorporation or Bylaws.

     SECTION 3.03.  CORPORATE AUTHORIZATION.  (a) The execution, delivery and 
performance by the Company of this Agreement and the consummation by the 
Company of the transactions contemplated hereby are within the corporate 
powers of the Company and have been duly authorized by all necessary 
corporate action. This Agreement constitutes a valid and binding agreement of 
the Company and the Stockholders.

     (b)    The Directors of the Company, at a meeting duly called and held, 
have unanimously (i) determined that this Agreement and the transactions 
contemplated hereby are fair to and in the best interests of the Stockholders 
and (ii) approved and adopted this Agreement and the transactions 
contemplated hereby.  

     SECTION 3.04.  GOVERNMENTAL AUTHORIZATION.  The execution, delivery and 
performance by the Company and the Stockholders of this Agreement and the 
consummation of the transactions contemplated by the Agreement by the Company 
require no consent, approval, authorization or permit of, or filing with or 
notification to any governmental or regulatory authority, except for (i) the 
filing of certificates of merger and/or other appropriate merger documents in 
accordance with New York Law and Ohio Law; (ii) compliance with any 
applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act 
of 1976, as amended, and the rules and regulations thereunder (the "HSR 
Act"); (iii) compliance with any applicable provisions of the Securities Act 
of 1933, as amended, and the rules and regulations promulgated thereunder 
(the "Securities Act"), state securities or "blue sky" laws and state 
takeover laws; and (iv) compliance with any applicable requirements of the 
Securities Exchange Act of 1934, as amended, and the rules and regulations 
thereunder (the "Exchange Act").

     SECTION 3.05.  NON-CONTRAVENTION.  Except as set forth on Schedule 3.05 of
Company Disclosure Schedule, the execution, delivery and performance by the
Company and the Stockholders of this Agreement and the consummation by the
Company and the Stockholders of the transactions contemplated hereby do not and
will not (i) contravene or conflict with the Certificate of Incorporation or
Bylaws or equivalent organizational documents of Company; (ii) assuming
compliance with the matters referred to in Section 3.04, contravene or conflict
with or constitute a violation of any provision of any law, rule, regulation,
judgment, injunction, order or decree binding upon or applicable to the Company,
any Subsidiary of the Company or any Stockholder; (iii) constitute a default
under or give rise to a right of termination, cancellation or acceleration of
any right or obligation of the Company or any Subsidiary of the Company or to a

                                      -6-
<PAGE>

loss of any benefit to which the Company or any Subsidiary of the Company is 
entitled under any provision of any material agreement, contract or other 
instrument binding upon the Company or any Subsidiary of the Company or any 
license, franchise, permit or other similar authorization held by the Company 
or any Subsidiary of the Company; or (iv) result in the creation or 
imposition of any Lien on any asset of the Company or any Subsidiary of the 
Company. "Subsidiary" means with respect to the Company any corporation or 
other entity of which securities or other ownership interests having ordinary 
voting power to elect a majority of the board of directors or other persons 
performing similar functions are directly or indirectly owned by the Company; 
PROVIDED, that for purposes hereof the term Subsidiary shall also include all 
Affiliates of the Company which are now Subsidiaries and all predecessors of 
the Subsidiaries. For purposes of this Agreement, "Affiliate" shall have the 
meaning set forth in Rule 405 of Regulation C under the Securities Act.

     SECTION 3.06.  CAPITALIZATION.   The authorized capital stock of the 
Company consists of 20,000 shares of common stock, par value $1.00 per share, 
and 3,000 shares of Class A common stock, par value $1.00 per share.  As of 
the date hereof there are outstanding 12,277 shares of common stock, and at 
the Effective Time there will be  outstanding 12,586 shares of the Company's 
common stock. As of the date here there are, and as of the Effective Time 
there will be, Company Stock Options to purchase 1,000 shares of Class A 
common stock, par value $1.00 per share, of the Company outstanding. All 
outstanding shares of capital stock of the Company have been, and at the 
Effective Time will be, duly authorized and validly issued and are, and at 
the Effective Time will be, fully paid and, except as set forth on Schedule 
3.06 of the Company Disclosure Schedule, nonassessable.  Except as set forth 
in this Section or in Schedule 3.06 of the Company Disclosure Schedule, there 
are, and at the Effective Time will be, outstanding:  (i) no shares of 
capital stock or other voting securities of the Company, (ii) no securities 
of the Company convertible into or exchangeable for shares of capital stock 
or voting securities of the Company, and (iii) no options or other rights to 
acquire from the Company, and no obligation of the Company to issue, any 
capital stock, voting securities or securities convertible into or 
exchangeable for capital stock or voting securities of the Company (the items 
in clauses (i), (ii) and (iii) being referred to collectively as the "Company 
Securities"). Except as set forth on Schedule 3.06 of the Company Disclosure 
Schedule, there are, and at the Effective Time will be, no outstanding 
obligations of the Company or any Subsidiary of the Company, to repurchase, 
redeem or otherwise acquire any Company Securities or make any material 
investment in any other Person.  Except as set forth on Schedule 3.06 of the 
Company Disclosure Schedule, the Company has, and at the Effective Time will 
have, no Subsidiaries or Affiliates (other than any executive officer, 
director or stockholder of the Company). No Stockholder or other holder of 
any Company Securities will, as of the Effective Time, be entitled to any 
preemptive rights, registration rights or similar rights in connection with 
the transactions contemplated hereby, except as expressly set forth in the 
Registration Rights Agreement.

     SECTION 3.07.  SUBSIDIARIES.  (a) Each Subsidiary of the Company is duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation, has all corporate powers and all governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted and is duly qualified or licensed to do business as a

                                     -7-

<PAGE>

foreign corporation and is in good standing in each jurisdiction where the 
character of the property owned or leased by it or the nature of its 
activities makes such qualification necessary.

     (b)    All of the outstanding shares of capital stock of, or other 
ownership interests in, each Subsidiary of the Company, is owned by the 
Company, directly or indirectly, free and clear of any Lien and free of any 
other limitation or restriction (including, without limitation, any 
restriction on the right to vote, sell or otherwise dispose of such capital 
stock or other ownership interests).  There are no outstanding (i) securities 
of the Company or any Subsidiary convertible into or exchangeable for shares 
of capital stock or other voting securities or ownership interests in any 
Subsidiary, and (ii) options or other rights to acquire from the Company or 
any Subsidiary, and no other obligation of the Company or any Subsidiary to 
issue, any capital stock, voting securities or other ownership interests in, 
or any securities convertible into or exchangeable for, any capital stock, 
voting securities or ownership interests in, any Subsidiary (the items in 
clauses (i) and (ii) being referred to collectively as the "Company 
Subsidiary Securities"). There are no outstanding obligations of the Company 
or any Subsidiary to repurchase, redeem or otherwise acquire any outstanding 
Company Subsidiary Securities.  

     SECTION 3.08.  FINANCIAL STATEMENTS.  The audited consolidated balance 
sheet of the Company and its Subsidiaries as of December 31, 1997 (the 
"Balance Sheet"), the audited combined balance sheet of the Company and its 
Subsidiaries as of December 31, 1996, the audited consolidated income 
statement and statement of cash flows of the Company and its Subidiaries for 
the twelve months ended December 31, 1997, and the audited combined income 
statements and statements of cash flows of the Company and its Subsidiaries 
for the six months ended December 31, 1996 and the twelve months ended June 
30, 1996 and 1995, respectively, which have previously been provided to 
AirNet, fairly present in all material respects, in conformity with generally 
accepted accounting principles applied on a consistent basis (except as may 
be indicated in the notes thereto), the financial position of the Company and 
its Subsidiaries as of the dates thereof and their results of operations and 
changes in financial position for the periods then ended.  For purposes of 
this Agreement, "Balance Sheet Date" means December 31, 1997.

     SECTION 3.09.  INFORMATION SUPPLIED.  The information supplied or to be 
supplied by the Company for inclusion or incorporation by reference in (i) 
the AirNet Proxy Statement (as defined herein) or any amendment or supplement 
thereto will not, at the time the AirNet Proxy Statement is first mailed to 
the shareholders of AirNet and at the time such shareholders vote on the 
issuance of AirNet Common Shares in connection with this Agreement, contain 
any untrue statement of a material fact or omit to state any material fact 
necessary in order to make the statements made therein, in light of the 
circumstances under which they were made, not misleading, (ii) the 
Registration Statement (as defined herein) or any amendment or supplement 
thereto will not, at the time the Registration Statement or any amendment or 
supplement thereto becomes effective under the 1933 Act and at the Effective 
Time, 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 not misleading and (iii) any AirNet Disclosure Document 
(as defined herein) (other than the AirNet Proxy Statement, the Registration 
Statement and any amendments or supplements to either) will not, at the time 
of effectiveness of such AirNet Disclosure Document and at the time of any 
distribution thereof, contain any untrue statement of a material 


                                      -8-
<PAGE>

fact or omit to state a material fact necessary in order to make the 
statements made therein, in light of the circumstances under which they were 
made, not misleading.

     SECTION 3.10.  ABSENCE OF CERTAIN CHANGES.  (a)  Since the Balance Sheet 
Date, except as contemplated by this Agreement and except as otherwise 
disclosed on Schedule 3.10 of the Company Disclosure Schedule, the Company 
and its Subsidiaries have conducted their business only in the ordinary 
course consistent with past practice and there has not been:

                 (i) any event, occurrence or development which has had or
            reasonably could be expected to have, when aggregated with all
            positive developments and disregarding factors affecting the 
            economy or the courier industry generally, a material adverse 
            effect on the Company and its Subsidiaries, taken as a whole (a 
            "Company Material Adverse Effect");
          
                (ii) any declaration, setting aside or payment of any
            dividend or other distribution with respect to any shares of capital
            stock of any of the Company or any Subsidiary of the Company, or any
            repurchase, redemption or other acquisition by the Company or any
            Subsidiary of the Company of any outstanding shares of capital stock
            or other securities of, or other ownership interests in, the 
            Company;
          
               (iii) any amendment of any material term of any outstanding
            security of the Company or any Subsidiary;
          
                (iv) any incurrence, assumption or guarantee by the Company
            or any Subsidiary of any indebtedness for borrowed money, other than
            the endorsement of checks in the ordinary course of business;
          
                 (v) any creation or assumption by the Company or any
            Subsidiary of any Lien on any asset  in excess of $25,000 other than
            in the ordinary course of business consistent with past practices;
          
                (vi) other than loans, advances or capital contributions to
            or investments in the Company or any Subsidiary or otherwise in the
            ordinary course of business consistent with past practices and other
            than loans to Stockholders, any making of any loan, advance or 
            capital contribution to or investment in any Person;
          
               (vii) other than transactions and commitments in the ordinary
            course of business consistent with past practice and those
            contemplated by this Agreement, any transaction or legally binding
            commitment made, or any contract or agreement entered into, by the
            Company or any of its Subsidiaries relating to their respective 
            assets or business (including the acquisition or disposition of 
            assets in excess of $25,000) or any relinquishment by the Company 
            or any of its Subsidiaries of any contract or other right, in 
            either case, material to the Company and its Subsidiaries, taken as
            a whole;
          

                                      -9-
<PAGE>

               (viii)    any change in any method of accounting or accounting
          practice by the Company or any Subsidiary of the Company, except for
          any such change required by reason of a concurrent change in generally
          accepted accounting principles; or
          
               (ix)      any (A) grant of any severance or termination pay to
          any director, officer, employee or agent of the Company or any
          Subsidiary of the Company in excess of $25,000, (B) entering into of
          any employment, deferred compensation or other similar agreement (or
          any amendment to any such existing agreement) with any director,
          officer, employee or agent of the Company or any Subsidiary of the
          Company, (C) increase in benefits payable under any existing severance
          or termination pay policies or employment agreements or (D) increase
          in compensation, bonus or other benefits payable to directors,
          officers, employees or agents of the Company or its Subsidiaries,
          other than in the ordinary course of business consistent with past
          practice or, in the case of employment agreements, as contemplated by
          Section 8.02(d).
          
     (b)  Since the Balance Sheet Date, none of the officers or other key 
employees of the Company or any Subsidiary has indicated to the Company that 
he or she intends to resign or retire as a result of the transactions 
contemplated by this Agreement or otherwise within one year after the 
Effective Time.

     (c)  Set forth on Schedule 3.10(c) of the Company Disclosure Schedule is 
a true and complete list as of the date hereof of the top ten customers of 
the Company's services. Since the Balance Sheet Date, none of such customers 
has ceased using, or materially diminished its use of, the Company's services 
nor have any of such customers indicated to the Company that it intends to 
cease using, or materially diminish its use of, the Company's services as a 
result of the transactions contemplated by this Agreement or otherwise within 
one year after the Effective Time.

     SECTION 3.11.  NO UNDISCLOSED LIABILITIES. As of the Balance Sheet Date,
there were no liabilities of the Company or any Subsidiary due or to become due,
which, in accordance with generally accepted accounting principles, should have
been reflected or shown in the Balance Sheet, that were not so reflected or
shown therein. Except as set forth on Schedule 3.11 to the Company Disclosure
Schedule, there have been no liabilities incurred by the Company, except for
liabilities (a) incurred in the ordinary course of business consistent with past
practices that would not, individually or in the aggregate, have a Company
Material Adverse Effect and (b) incurred outside the ordinary course of business
that do not exceed $25,000 individually or $100,000 in the aggregate.

     SECTION 3.12.  LITIGATION.  Except as set forth on Schedule 3.12 of the 
Company Disclosure Schedule, as of the date hereof, there is no claim, 
action, suit, investigation or proceeding pending against or, to the 
knowledge of the Company, threatened against the Company or any Subsidiary or 
any of their respective properties before any court or arbitrator or any 
governmental body, agency or official which, individually or in the 
aggregate, would 


                                      -10-
<PAGE>

reasonably be likely to result in an uninsured liability in excess of $25,000 
or impair the ability of the Company to consummate the Merger and the 
transactions contemplated by this Agreement.

     SECTION 3.13.  TAXES.  Except as set forth on Schedule 3.13 of the 
Company Disclosure Schedule, the Company and each of its Subsidiaries have 
timely filed all returns, statements, reports and forms (the "Tax Returns") 
with respect to all federal, state, local and foreign income, gross income, 
gross receipts, gains, premium, sales, use, AD VALOREM, transfer, franchise, 
profits, withholding, payroll, employment, excise, severance, stamp, 
occupation, license, lease, environmental, customs, duties, property, 
windfall profits and all other taxes (including any interest, penalties or 
additions to tax with respect thereto, individually, a "Tax" and, 
collectively, "Taxes") required to be filed with the appropriate tax 
authority through the date hereof, and shall timely file all such Tax Returns 
required to be filed on or before the Effective Time. To the knowledge of the 
Company, such Tax Returns are and will be true, correct and complete in all 
material respects. The Company and its Subsidiaries have paid and discharged 
all Taxes due from them, other than such Taxes that are adequately reserved 
as shown on the Balance Sheet or that have accrued, or will accrue, in the 
ordinary course of business from the Balance Sheet Date through the Effective 
Time. Neither the Internal Revenue Service nor any other taxing agency or 
authority, domestic or foreign, has asserted, is now asserting or, to the 
knowledge of the Company, is threatening to assert against the Company or any 
Subsidiary of the Company any deficiency or claim for additional Taxes in 
excess of $25,000. There are no unexpired waivers by the Company or any of 
its Subsidiaries of any statute of limitations with respect to Taxes. The 
accruals and reserves for Taxes reflected in the Balance Sheet are adequate 
for the periods covered. The Company and each of its Subsidiaries have 
withheld or collected and paid over to the appropriate governmental 
authorities or are properly holding for such payment all Taxes required by 
law to be withheld or collected. There are no Liens for Taxes upon the assets 
of the Company or any of its Subsidiaries, other than Liens for current Taxes 
not yet due and payable. Neither the Company nor any of its Subsidiaries has 
agreed to make, or is required to make, any adjustment under Section 481(a) 
of the Code. Sterling, Inc. is not a party to any agreement, contract, 
arrangement or plan that has resulted, or could result, individually or in 
the aggregate, in the payment of "excess parachute payments" within the 
meaning of Section 280G of the Code. The Company, and each of its 
Subsidiaries, other than Sterling, Inc., is, and at all times during its 
existence has been, an S corporation and/or a qualified subchapter S 
subsidiary within the meaning of Section 1361(a)(1) or Section 1361(b)(3)(B) 
of the Code (or the corresponding provisions of preceding law) and is not 
subject to the tax imposed on certain built-in gains under Section 1374 of 
the Code. Sterling, Inc. has never been a member of an affiliated group of 
corporations, within the meaning of Section 1504 of the Code, other than as a 
common parent corporation.

     SECTION 3.14.  ERISA.  (a) Schedule 3.14(a) of the Company Disclosure 
Schedule includes a list identifying each "employee benefit plan," as defined 
in Section 3(3) of the Employee Retirement Income Security Act of 1974 
("ERISA"), which (i) is subject to any provision of ERISA and (ii) is 
maintained, administered or contributed to by the Company, any of its 
Subsidiaries or any ERISA Affiliate and covers any employee or former 
employee of the Company, any of its Subsidiaries or any of their respective 
ERISA Affiliates or under which the Company, any of its Subsidiaries or any 
of their respective ERISA Affiliates has any liability.  


                                      -11-
<PAGE>

Copies of such plans (and, if applicable, related trust agreements) and all 
amendments thereto and written interpretations thereof have been furnished to 
AirNet together with (x) the three most recent annual reports (Form 5500 
including, if applicable, Schedule B thereto) prepared in connection with any 
such plan and (y) the most recent actuarial valuation report prepared in 
connection with any such plan. Such plans are referred to collectively herein 
as the "Employee Plans".  For purposes of this Section, "ERISA Affiliate" of 
any Person means any other Person which, together with such Person, would be 
treated as a single employer under Section 414 of the Code.  The only 
Employee Plans which individually or collectively would constitute an 
"employee pension benefit plan" as defined in Section 3(2) of ERISA (the 
"Pension Plans") are identified as such in the list referred to above. The 
Company has provided AirNet with complete age, salary, service and related 
data as of December 31, 1997 for employees and former employees of the 
Company, any of its Subsidiaries and any ERISA Affiliate covered under the 
Pension Plans.

     (b)  No Employee Plan constitutes a "multiemployer plan", as defined in 
Section 3(37) of ERISA (a "Multiemployer Plan"), and no Employee Plan is 
maintained in connection with any trust described in Section 501(c)(9) of the 
Code.  None of the Employee Plans is subject to Title IV of ERISA or Section 
412 of the Code. To the Company's knowledge, nothing done or omitted to be 
done and no transaction or holding of any asset under or in connection with 
any Employee Plan has or will make the Company or any of its Subsidiaries or 
any officer or director of the Company or any of its Subsidiaries subject to 
any liability under Title I of ERISA or liable for any tax pursuant to 
Section 4975 of the Code in excess of $25,000.

     (c)  Each Employee Plan which is intended to be qualified under Section 
401(a) of the Code has received a favorable determination letter from the IRS 
applicable to all period from the inception of such Employee Plan, and each 
trust forming a part thereof is exempt from tax pursuant to Section 501(a) of 
the Code. The Company has furnished to AirNet copies of the most recent 
Internal Revenue Service determination letters with respect to each such 
Plan. Each Employee Plan has been maintained in substantial compliance with 
its terms and with the requirements prescribed by any and all statutes, 
orders, rules and regulations, including but not limited to ERISA and the 
Code, which are applicable to such Plan. Without limiting the generality of 
the preceding sentence, each Employee Plan which is a "group health plan," as 
defined in Section 5000(b)(1) of the Code, has been administered in 
compliance with the provisions of Section 4980B of the Code and Part 6 of 
Title I of ERISA.

     (d)  There is no contract, agreement, plan or arrangement covering any 
employee or former employee of the Company, any of its Subsidiaries or any 
Affiliate that, individually or collectively, could give rise to the payment 
of any amount that would not be deductible pursuant to the terms of Section 
162(a)(1) of the Code.

     (e)  Schedule 3.14(e) of the Company Disclosure Schedule sets forth a 
list of each employment, severance or other similar contract, arrangement or 
policy and each plan or arrangement (written or oral) providing for insurance 
coverage (including any self-insured arrangements), workers' compensation, 
disability benefits, supplemental unemployment benefits, vacation benefits, 
retirement benefits or for deferred compensation, profit-sharing, bonuses, 
stock options, stock appreciation or other forms of incentive compensation or 
post-retirement


                                      -12-

<PAGE>

insurance, compensation or benefits which (i) is not an Employee Plan, (ii) 
is entered into, maintained or contributed to, as the case may be, by the 
Company, its Subsidiaries or any of their respective Affiliates and (iii) 
covers any employee or former employee of the Company, its Subsidiaries or 
any of their respective Affiliates.  Such contracts, plans and arrangements 
as are described above, copies or descriptions of all of which have been 
furnished previously to AirNet are referred to collectively herein as the 
"Benefit Arrangements." Each Benefit Arrangement has been maintained in 
substantial compliance with its terms and with the requirements prescribed by 
any and all statutes, orders, rules and regulations that are applicable to 
such Benefit Arrangement.

     (f)    Neither the Company nor any of its Subsidiaries maintains or 
contributes to any Employee Plan or Benefit Arrangement which provides or has 
any liability to provide retirement health or medical benefits to any 
employee or former employee of the Company or any of its Subsidiaries. No 
condition exists that would prevent the Company, any of its Subsidiaries or 
any of their respective Affiliates from amending or terminating any Employee 
Plan or Benefit Arrangement providing health or medical benefits, including 
post-retirement health and medical benefits, in respect of any active 
employee or former employee of the Company, or its Subsidiaries other than 
limitations imposed under the terms of a collective bargaining agreement.

     (g)    Except as set forth on Schedule 3.14(g) of the Company Disclosure 
Schedule, neither the Company nor any of its Subsidiaries is a party to or 
subject to any union contract or any employment contract or arrangement 
providing for annual future compensation of $50,000 or more with any officer, 
consultant, director or employee. There are no labor unions voluntarily 
recognized or certified to represent any bargaining unit of employees at the 
Company or any of its Subsidiaries.  No work stoppage, labor strike or 
slowdown against the Company or any of its Subsidiaries is pending or, to the 
knowledge of the Company, threatened.  Neither the Company nor any of its 
Subsidiaries is involved in or, to the knowledge of the Company, threatened 
with any labor dispute or grievance. To the knowledge of the Company, there 
is no organizing effort or representation question at issue with respect to 
any employee of the Company or any of its Subsidiaries. No collective 
bargaining agreement to which the Company or any of its Subsidiaries is or 
may be a party is currently under negotiation or renegotiation and no 
existing collective bargaining agreement is due for expiration, renewal or 
renegotiation within the one year period after the date hereof.  

     SECTION 3.15.  TRADEMARKS, PATENTS AND COPYRIGHTS.  (a) Schedule 3.15(a) 
of the Company Disclosure Schedule sets forth a true and complete list, as of 
the date hereof, of (i) all patents, patent rights, trademarks, trademark 
rights, trade names, registered copyrights, service marks, material trade 
secrets, applications for trademarks and for service marks, material know-how 
and other material proprietary rights and information used or held for use in 
connection with the business of the Company or its Subsidiaries as currently 
conducted (collectively, "Intellectual Property Rights") and (ii) all 
licenses, commitments and other agreements to which the Company or any 
Subsidiary of the Company is a party providing for the license of any 
Intellectual Property Rights to or from any other Person.

     (b)    Except as set forth on Schedule 3.15(b) of the Company Disclosure
Schedule, the Company and its Subsidiaries own or possess adequate licenses or
other rights to use all of the 

                                      -13-
<PAGE>

Intellectual Property Rights; to the knowledge of the Company there are no 
Intellectual Property Rights necessary for use in connection with the 
business of the Company or its Subsidiaries as currently conducted which are 
not owned or possessed by the Company or its Subsidiaries; and the Company is 
not aware of any assertion or claim challenging the validity of any of the 
Intellectual Property Rights; and the conduct of the business of the Company 
and its Subsidiaries as currently conducted or as heretofore conducted by the 
Company or any of the Subsidiaries of the Company, to the knowledge of the 
Company, does not conflict in any material way with any patent, patent right, 
license, trademark, trademark right, trade name, trade name right, service 
mark or copyright of any third party. To the knowledge of the Company, there 
are no material infringements of any proprietary rights owned by or licensed 
by or to the Company or any of the Subsidiaries of the Company.

     SECTION 3.16.  MATERIAL CONTRACTS.  (a) Except for agreements, 
contracts, plans, leases, arrangements or commitments (in each case, oral or 
written) set forth on Schedule 3.16(a) of the Company Disclosure Schedule, as 
of the date hereof, neither the Company nor any of its Subsidiaries is a 
party to or subject to:

                 (a) any lease providing for annual rental payments of $25,000 
          or more;

                 (b) any contract for the purchase of materials, supplies, 
          goods, services, equipment or other assets providing for annual 
          payments by the Company or any Subsidiary of $25,000 or more;

                 (c) any sales, distribution or other similar agreement 
          providing for the sale by the Company or any Subsidiary of 
          materials, supplies, goods, services, equipment or other assets 
          that provides for annual payments to the Company or any Subsidiary 
          of $50,000 or more;

                 (d) any partnership, joint venture or other similar contract 
          arrangement or agreement;

                 (e) any contract relating to indebtedness for borrowed money 
          or the deferred purchase price of property (whether incurred, 
          assumed, guaranteed or secured by any asset), except contracts 
          relating to indebtedness incurred in the ordinary course of 
          business in an amount not exceeding $25,000;

                 (f) any license agreement, franchise agreement or agreement 
          in respect of similar rights granted to or held by the Company or 
          any of its Subsidiaries requiring annual payments by, or providing 
          annual revenues to, the Company of $25,000 or more;

                 (g) any agency, dealer, sales representative or other 
          similar agreement requiring annual payments by, or providing annual 
          revenues to, the Company of $25,000 or more;

                                     -14-
<PAGE>

                 (h) any contract  or legally binding commitment that 
          substantially limits the ability of the Company or any of its 
          Subsidiaries to compete in any line of business or with any Person 
          or in any area or which would so restrict the Company or any of its 
          Subsidiaries after the Effective Time; or

                 (i) any other contract or legally binding commitment not 
          made in the ordinary course of business that involves annual 
          expenditures by, or revenues to, to the Company or any of its 
          Subsidiaries in excess of $25,000.

     (b)    Each agreement, contract, lease, arrangement and commitment 
disclosed on Schedule 3.16(b) of the Company Disclosure Schedule or required 
to be disclosed pursuant to this Section is a valid and binding agreement of 
the Company or its Subsidiaries and, to the knowledge of the Company, is in 
full force and effect, and neither the Company and its Subsidiaries nor, to 
the knowledge of the Company, any other party thereto is in default in any 
material respect under the terms of any such agreement, contract, plan, lease 
arrangement or commitment.

     SECTION 3.17.  COMPLIANCE WITH LAWS. The Company and each of its 
Subsidiaries and Affiliates is in compliance with the applicable provisions 
of all laws, rules, statutes, ordinances or regulations that are applicable 
to the Company or such Subsidiary or Affiliate, including, but not limited to 
the False Claims Act, the Lanham Act, the Private Express Statutes and the 
rules and regulations of the United Stated Postal Service. Neither the 
Company nor any Subsidiary or Affiliate of the Company has received any 
written communication since December 31, 1992, from a governmental body, 
agency, official or authority that alleges that the Company or any Subsidiary 
or Affiliate of the Company is not in compliance with any law, statute, 
ordinance or regulation, other than communications from the United States 
Postal Service which are described in reasonable detail on Schedule 3.17 of 
the Company Disclosure Schedule.

     SECTION 3.18.  FINDERS' FEES. No investment banker, broker, finder or 
other intermediary (other than Donaldson, Lufkin & Jenrette Securities 
Corporation ("DLJ")) has been retained by, or authorized to act on behalf of, 
any Stockholder, the Company or any of its Subsidiaries and entitled to any 
fee or commission in connection with the Merger or the transactions 
contemplated by this Agreement.  The Company has previously furnished to 
AirNet a complete and correct copy of all agreements between DLJ and the 
Company (or any Stockholder) pursuant to which such firm would be entitled to 
any payment relating to the Merger or the transactions contemplated by this 
Agreement.

     SECTION 3.19.  POOLING; TAX TREATMENT.  (a) The Company intends that the 
Merger be accounted for under the "pooling of interests" method under the 
requirements of Opinion No. 16 (Business Combinations) of the Accounting 
Principles Board of the American Institute of Certified Public Accountants 
(APB No. 16), as amended by Statements of the Financial Accounting Standards 
Board, and the related interpretations of the American Institute of Certified 
Public Accountants, the Financial Accounting Standards Board, and the rules 
and regulations of the SEC.

                                      -15-
<PAGE>

     (b)    Neither the Company nor any of its Subsidiaries has knowingly 
taken or agreed to take any action that would prevent the Merger from 
qualifying (i) for "pooling of interests" accounting treatment as described 
in (a) above or (ii) as a reorganization within the meaning of Section 368(a) 
of the Code.

     SECTION 3.20.  OTHER INFORMATION. (a) The statements contained in the 
documents and certificates furnished or to be furnished by the Company, any 
Subsidiary or the Stockholders in connection with satisfying the conditions 
to closing set forth in this Agreement, when considered in their entirety, do 
not contain any untrue statement of a material fact or omit to state a 
material fact necessary in order to make the statements contained therein not 
misleading. 

     (b)    To the Company's knowledge, the financial projections relating to 
the Company and its Subsidiaries for the twelve months ended December 31, 
1998, which were delivered to AirNet on January 13, 1998, and which are 
included in Schedule 3.20(b)(i) of the Company Disclosure Schedule (the 
"Financial Projections"), when they were delivered, constituted the Company's 
best estimate of the information purported to be shown therein, and, since 
such date, with respect only to the projected revenues and income from 
operations in such Financial Projections (and disregarding factors affecting 
the economy or the courier industry generally), except as set forth on 
Schedule 3.20(b)(ii), nothing has come to the attention of the Company to 
cause the Company to believe that such projections are incorrect or 
misleading in any material respect. Notwithstanding the foregoing, the 
Company makes no representation or warranty that the financial results set 
forth in the Financial Projections will be achieved by the Company, and 
AirNet acknowledges and agrees that actual results may differ and could 
differ materially from the information set forth in the Financial Projections.

     SECTION 3.21.  ENVIRONMENTAL COMPLIANCE.  Except as set forth on 
Schedule 3.21 of the Company Disclosure Schedule:

     (a)    No written notice, notification, demand, request for information, 
citation, summons, complaint or order has been issued or filed, no penalty 
has been assessed and no investigation or review is pending, or to the 
knowledge of the Company, threatened by any governmental or other entity, (i) 
with respect to any alleged material violation of any law, ordinance, rule, 
regulation or order of any governmental entity in connection with the conduct 
by the Company or its Subsidiaries of their respective businesses and 
relating to a Hazardous Substance (as hereinafter defined) or (ii) with 
respect to any alleged failure by the Company or any of it Subsidiaries to 
have any permit, certificate, license, approval, registration or 
authorization required in connection with the conduct of the business of the 
Company or its Subsidiaries relating to a Hazardous Substance or (iii) with 
respect to any generation, treatment, storage, recycling, transportation, 
disposal or release (including a release as defined in 42 USC Section  9601) 
("Release") by the Company or any of its Subsidiaries of any toxic, caustic 
or otherwise hazardous substance, including petroleum, its derivatives, 
by-products and other hydrocarbons ("Hazardous Substance") used in connection 
with the business of the Company or its Subsidiaries.

     (b)(i) Neither the Company nor any of its Subsidiaries has, other 
than as a generator, handled any Hazardous Substance, on any property now or 
previously owned or leased by the 

                                      -16-
<PAGE>

Company or any of its Subsidiaries; (ii) no asbestos is present at any 
property now or previously owned or leased by the Company or any of its 
Subsidiaries; (iii) there are no underground storage tanks currently in use 
or, to the knowledge of the Company, abandoned by the Company or any of its 
Subsidiaries, at any property now or previously owned or leased by the 
Company or any of its Subsidiaries which have been used to store or have 
contained a Hazardous Substance, (iv) there has been no Release of a 
Hazardous Substance with respect to which the Company or any of its 
Subsidiaries may reasonably be required to perform investigation or 
remediation, other than routine spills and leaks which are addressed in the 
ordinary course of business, at, on or under any property now or previously 
owned or leased by the Company or any of its Subsidiaries and (v) no 
Hazardous Substance is present in a reportable or threshold planning 
quantity, where such a quantity has been established by statute, ordinance, 
rule, regulation or order, at, on or under any property now or previously 
owned by the Company or any of its Subsidiaries; PROVIDED, that with respect 
to any property previously owned or leased by the Company or any of its 
Subsidiaries, the representations and warranties contained in this Section 
3.21(b) shall apply only to the extent that the Company or any of its 
Subsidiaries would be responsible or liable, by contract or by law existing 
as of the date hereof, for the environmental condition of any such property.

     (c)    To the knowledge of the Company, neither the Company nor any of 
its Subsidiaries has transported or arranged for the transportation (directly 
or indirectly) of any Hazardous Substance to any location which is listed or 
proposed for listing on the nationwide priorities list established under the 
Comprehensive Environmental Response, Compensation and Liability Act of 1980, 
as amended ("CERCLA") or on any similar state list.

     (d)    To the knowledge of the Company, no oral or written notification 
of a Release of a Hazardous Substance has been filed by or on behalf of the 
Company or any of its Subsidiaries, and no property now or previously owned 
or leased by the Company or any of its Subsidiaries is listed, or to the 
knowledge of the Company, proposed for listing, on the National Priorities 
List promulgated pursuant to CERCLA.

     (e)    There are no environmental Liens on any asset of the Company or 
any of its Subsidiaries and no government actions have been taken or, to the 
knowledge of the Company, are in process which could subject any of such 
assets to such Liens.

     (f)    Except to the extent set forth on Schedule 3.21(f) of the Company 
Disclosure Schedule, there have been no material environmental 
investigations, studies, audits, tests, reviews or other analyses conducted 
by or which are in the possession of the Company in relation to any property 
or facility now or previously owned or leased by the Company or any of its 
Subsidiaries. The parties acknowledge and agree that the delivery of any such 
environmental investigation, study, audit, test, review or analysis shall not 
relieve the Company or the Shareholders of their obligations hereunder with 
respect to the representations and warranties of the Company pursuant to this 
Section 3.21.

     (g)    Anything in this Agreement to the contrary notwithstanding, 
Section 3.21 shall constitute the exclusive representation of the Company 
with respect to environmental matters.


                                      -17-
<PAGE>

     SECTION 3.22.  INTERCOMPANY ARRANGEMENTS. Except as set forth on 
Schedule 3.22 of the Company Disclosure Schedule, neither the Company nor any 
Subsidiary owns any note, bond, debenture or other indebtedness, or is 
otherwise a creditor, of a Stockholder or any Affiliate of the Company. 
Except as set forth in Schedule 3.22 of the Company Disclosure Schedule, 
since the Balance Sheet Date there has not been any payment by the Company or 
any Subsidiary to any Stockholder or any Affiliate of the Company, charge by 
any Stockholder or any of Affiliate of the Company to the Company or any 
Subsidiary or other transaction between the Company or any Subsidiary and any 
Stockholder or any Affiliate of the Company.

     SECTION 3.23.  SATISFACTION OF CERTAIN CONDITIONS.  As of the date 
hereof, the Company knows of no reason why the opinion referred to in Section 
8.03(h) hereof cannot be given at the time provided in such sections.

     SECTION 3.24.  REPRESENTATIONS.  The representations and warranties of 
the Company contained in this Agreement, disregarding (other than with 
respect to Section 3.10(a)(i) hereof) all qualifications and exceptions 
contained therein relating to materiality or Company Material Adverse Effect, 
are true and correct with only such exceptions as would not in the aggregate 
reasonably be expected to have a Company Material Adverse Effect.  

                                       
                                   ARTICLE IV
                                          
                         REPRESENTATIONS AND WARRANTIES
                        OF AIRNET AND MERGER SUBSIDIARY
                                          
     AirNet and Merger Subsidiary, jointly and severally, represent and 
warrant to the Company and the Stockholders that:

     SECTION 4.01.  CORPORATE EXISTENCE AND POWER. Each of AirNet and Merger 
Subsidiary is a corporation duly incorporated, validly existing and in good 
standing under the laws of the State of Ohio, and has all requisite corporate 
powers and all material governmental licenses, authorizations, consents and 
approvals required to own, lease and operate its properties and to carry on 
its business as now conducted.  Each of AirNet and Merger Subsidiary is duly 
qualified or licensed to do business as a foreign corporation, and is in good 
standing, in each jurisdiction where the character of the property owned or 
leased by it or the nature of its activities makes such qualification or 
licensing necessary. Since the date of its incorporation, Merger Subsidiary 
has not engaged in any activities other than in connection with or as 
contemplated by this Agreement.

     SECTION 4.02.  ORGANIZATIONAL DOCUMENTS.  AirNet has heretofore 
delivered to the Company true and complete copies of the articles of 
incorporation and code of regulations of AirNet and Merger Subsidiary, in 
each case as currently in effect. Neither AirNet nor Merger Subsidiary is in 
violation of any provision of its articles of incorporation or code of 
regulations.

     SECTION 4.03.  CORPORATE AUTHORIZATION.  The execution, delivery and
performance by AirNet and Merger Subsidiary of this Agreement and the
consummation by AirNet and Merger Subsidiary of the transactions contemplated
hereby are within the corporate powers of each of 

                                      -18-
<PAGE>

AirNet and Merger Subsidiary and have been duly authorized, including, but 
not limited to, for purposes of Chapter 1704 of Ohio Law, by all necessary 
corporate action (other than the required approval by AirNet's shareholders 
of the matters set forth in Sections 8.01(b) (the "AirNet Shareholder 
Consent")).  This Agreement constitutes a valid and binding agreement of 
AirNet and Merger Subsidiary.

     SECTION 4.04.  GOVERNMENTAL AUTHORIZATION. The execution, delivery and 
performance by AirNet and Merger Subsidiary of this Agreement and the 
consummation by AirNet and Merger Subsidiary of the transactions contemplated 
by the Agreement require no consent, approval, authorization or permit of, or 
filing with or notification to any governmental or regulatory authority, 
except for (i) the filing of a certificate of merger and/or other appropriate 
merger documents in accordance with New York Law and Ohio Law, (ii) 
compliance with any applicable requirements of the HSR Act; (iii) compliance 
with any applicable requirements of the Securities Act, state securities or 
"blue sky" laws and state takeover laws; and (iv) compliance with any 
applicable requirements of the Exchange Act.

     SECTION 4.05.  NON-CONTRAVENTION.  The execution, delivery and 
performance by AirNet and Merger Subsidiary of this Agreement and the 
consummation by AirNet and Merger Subsidiary of the transactions contemplated 
hereby, assuming receipt of the AirNet Shareholder Consent, do not and will 
not (i) contravene or conflict with the articles of incorporation or code of 
regulations of AirNet or Merger Subsidiary; (ii) assuming compliance with the 
matters referred to in Section 4.04, contravene or conflict with or 
constitute a violation of any provision of law, rule, regulation, judgment, 
injunction, order or decree binding upon AirNet, any Subsidiary of AirNet or 
Merger Subsidiary; (iii) constitute a default under or give rise to any right 
of termination, cancellation or acceleration of any right or obligation of 
AirNet, any Subsidiary of AirNet or Merger Subsidiary or to a loss of any 
benefit to which AirNet, any Subsidiary of AirNet or Merger Subsidiary is 
entitled under any material agreement, contract or other instrument binding 
upon AirNet, any Subsidiary of AirNet or Merger Subsidiary; or (iv) result in 
the creation or imposition of any Lien on any asset of AirNet, any Subsidiary 
of AirNet or Merger Subsidiary.  "Subsidiary," with respect to AirNet, means 
any corporation or other entity of which securities or other ownership 
interests having ordinary voting power to elect a majority of the board of 
directors or other persons performing similar functions are directly or 
indirectly owned by AirNet.

     SECTION 4.06.  CAPITALIZATION.  (a) As of the date hereof, the authorized
capital stock of AirNet consists of 40,000,000 AirNet Common Shares and
10,000,000 preferred shares, $.01 par value (the "AirNet Preferred Shares"). As
of December 31, 1997, there were outstanding 12,489,830 AirNet Common Shares,
263,570 AirNet Common Shares held in treasury, employee stock options to
purchase an aggregate of 651,095 AirNet Common Shares (of which options to
purchase an aggregate of 587,145 shares were exercisable) and no AirNet
Preferred Shares outstanding. All of the outstanding AirNet Common Shares have
been duly authorized and validly issued and are fully paid and nonassessable. 
Except as set forth in this Section and except for changes since December 31,
1997, resulting from the exercise of employee stock options outstanding on such
date, there are outstanding:  (i) no shares of capital stock or other voting
securities of AirNet, (ii) no securities of AirNet convertible into or
exchangeable for shares of capital stock or voting securities of AirNet, and
(iii) no options or other rights to acquire from 

                                     -19-
<PAGE>

AirNet, and no obligation of AirNet to issue, any capital stock, voting 
securities or securities convertible into or exchangeable for capital stock 
or voting securities of AirNet (the items in clauses (i), (ii) and (iii) 
being referred to collectively as the "AirNet Securities"). There are no 
outstanding obligations of AirNet or any of its Subsidiaries to repurchase, 
redeem or otherwise acquire any AirNet Securities or, except as contemplated 
hereby, to register any AirNet Securities for sale pursuant to the Securities 
Act.

     (b)    The authorized capital stock of Merger Subsidiary consists of 100 
common shares, without par value.  As of the date hereof, there are 
outstanding 100 common shares.  All of the outstanding common shares of 
Merger Subsidiary have been duly authorized and validly issued and are fully 
paid and nonassessable.  Except as set forth in this Section, there are 
outstanding (i) no shares of capital stock or other voting securities of 
Merger Subsidiary, (ii) no securities of Merger Subsidiary convertible into 
or exchangeable for shares of capital stock or voting securities of Merger 
Subsidiary, and (iii) no options or other rights to acquire from Merger 
Subsidiary, and no obligation of Merger Subsidiary to issue, any capital 
stock, voting securities or securities convertible into or exchangeable for 
capital stock or voting securities of Merger Subsidiary.

     (c)    The Merger Consideration, when issued in accordance with this 
Agreement, will be duly authorized, validly issued, fully paid and 
non-assessable.

     SECTION 4.07.  SEC FILINGS; AIRNET DISCLOSURE DOCUMENTS; FINANCIAL 
STATEMENTS.  (a) AirNet has filed all forms, reports and documents required 
to be filed by it with the SEC since May 31, 1996, and has heretofore made 
available to the Company and the Stockholders, in the form filed with the SEC 
(excluding any exhibits thereto, unless otherwise specifically requested by 
the Company or the Stockholders), (i) its Annual Report on Form 10-K for the 
fiscal year ended September 30, 1996; (ii) its Annual Report on Form 10-K for 
the twelve months ended December 31, 1997 (the "AirNet 1997 Form 10-K"); 
(iii) its Quarterly Reports on Form 10-Q for the fiscal quarters ended 
December 31, 1996, and March 31, June 30 and September 30, 1997; (iv) all 
proxy statements relating to meetings of AirNet's shareholders (whether 
annual or special) held since May 31, 1996; and (v) all other reports, 
statements, schedules and registration statements filed with the SEC since 
May 31, 1996 (the forms, reports and other documents referred to in clauses 
(i) through (v), together with the Registration Statement and AirNet Proxy 
Statement, being referred to herein, collectively, as the "AirNet Disclosure 
Documents"). The AirNet Disclosure Documents and any other forms, reports or 
other documents filed by AirNet with the SEC after the date of this Agreement 
but prior to the Effective Time, (x) were prepared, or will be prepared, in 
accordance with the Securities Act or the Exchange Act, as the case may be, 
and complied, or will comply, in all material respects with the rules and 
regulations thereunder and (y) did not at the time they were filed, or will 
not at the time they are filed, with the SEC contain any untrue statement of 
a material fact or omit to state a material fact required to be stated 
therein or necessary in order to make the statements made therein, in the 
light of the circumstances under which they were made, not misleading; 
PROVIDED, HOWEVER, that this representation and warranty shall not apply to 
any statements or omissions made in reliance upon and in conformity with 
information furnished to AirNet by the Company or any Stockholder.

                                      -20-
<PAGE>

     (b)    Each of the consolidated financial statements (including any 
notes thereto) contained in the AirNet 1997 Form 10-K was prepared in 
accordance with generally accepted accounting principles and fairly presents, 
in all material respects, the consolidated financial position, results of 
operations and cash flows of AirNet and its consolidated Subsidiaries as at 
the respective dates thereof and for the respective periods indicated therein.

     SECTION 4.08.  INFORMATION SUPPLIED.  The information supplied or to be 
supplied by AirNet for inclusion or incorporation by reference in the Company 
Proxy Statement or any amendment or supplement thereto will not, at the time 
the Company Proxy Statement is first mailed to the Stockholders and at the 
time such Stockholders vote on the approval and adoption of this Agreement, 
contain any untrue statement of a material fact or omit to state any material 
fact necessary in order to make the statements made therein, in light of the 
circumstances under which they were made, not misleading.

     SECTION 4.09.  POOLING; TAX TREATMENT.  (a) AirNet intends that the 
Merger be accounted for under the "pooling of interests" method under the 
requirements of Opinion No. 16 (Business Combinations) of the Accounting 
Principles Board of the American Institute of Certified Public Accountants 
(APB No. 16), as amended by Statements of the Financial Accounting Standards 
Board, and the related interpretations of the American Institute of Certified 
Public Accountants, the Financial Accounting Standards Board, and the rules 
and regulations of the SEC.

     (b)    Neither AirNet nor any of its Subsidiaries has knowingly taken or 
agreed to take any action that would prevent the Merger from qualifying (i) 
for "pooling of interests" accounting treatment as described in (a) above or 
(ii) as a reorganization within the meaning of Section 368(a) of the Code; 
PROVIDED, that in connection with the foregoing, AirNet has rescinded its 
1997 Stock Repurchase Program prior to the date hereof.

     SECTION 4.10.  FINDERS' FEES. No investment banker, broker, finder or 
other intermediary (other than SBC Warburg Dillon Read Inc. ("SBCWDR")) has 
been retained by, or authorized to act on behalf of, AirNet and entitled to 
any fee or commission in connection with the Merger or the transactions 
contemplated by this Agreement.

     SECTION 4.11.  COMPLIANCE WITH LAWS.  To the knowledge of AirNet, except 
to the extent disclosed in the AirNet 1997 Form 10-K, AirNet and each of its 
Subsidiaries and Affiliates is in compliance with the applicable provisions 
of all laws, rules, statutes, ordinances or regulations that are applicable 
to AirNet or such Subsidiary or Affiliate. Neither AirNet nor any Subsidiary 
or Affiliate of the Company has received any written communication since 
December 31, 1992, from a governmental body, agency, official or authority 
that alleges that the Company or any Subsidiary or Affiliate of the Company 
is not in compliance with any law, statute, ordinance or regulation.

     SECTION 4.12.  ENVIRONMENTAL COMPLIANCE.  To the knowledge of AirNet, 
except to the extent disclosed in the AirNet 1997 Form 10-K:

                                      -21-
<PAGE>

     (a)    No written notice, notification, demand, request for information, 
citation, summons, complaint or order has been issued or filed, no penalty 
has been assessed and no investigation or review is pending or threatened by 
any governmental or other entity, (i) with respect to any alleged material 
violation of any law, ordinance, rule, regulation or order of any 
governmental entity in connection with the conduct by AirNet or its 
Subsidiaries of their respective businesses and relating to a Hazardous 
Substance or (ii) with respect to any alleged failure by AirNet or any of it 
Subsidiaries to have any permit, certificate, license, approval, registration 
or authorization required in connection with the conduct of the business of 
AirNet or its Subsidiaries relating to a Hazardous Substance or (iii) with 
respect to any generation, treatment, storage, recycling, transportation, 
disposal or Release by AirNet or any of its Subsidiaries of any Hazardous 
Substance used in connection with the business of AirNet or its Subsidiaries.

     (b)(i) Neither AirNet nor any of its Subsidiaries has, other than as a 
generator, handled any Hazardous Substance, on any property now or previously 
owned or leased by AirNet or any of its Subsidiaries; (ii) no asbestos is 
present at any property now or previously owned or leased by AirNet or any of 
its Subsidiaries; (iii) there are no underground storage tanks currently in 
use or abandoned by AirNet or any of its Subsidiaries, at any property now or 
previously owned or leased by AirNet or any of its Subsidiaries which have 
been used to store or have contained a Hazardous Substance, (iv) there has 
been no Release of a Hazardous Substance with respect to which AirNet or any 
of its Subsidiaries may reasonably be required to perform investigation or 
remediation, other than routine spills and leaks which are addressed in the 
ordinary course of business, at, on or under any property now or previously 
owned or leased by AirNet or any of its Subsidiaries and (v) no Hazardous 
Substance is present in a reportable or threshold planning quantity, where 
such a quantity has been established by statute, ordinance, rule, regulation 
or order, at, on or under any property now or previously owned by AirNet or 
any of its Subsidiaries; PROVIDED, that with respect to any property 
previously owned or leased by AirNet or any of its Subsidiaries, the 
representations and warranties contained in this Section 4.12(b) shall apply 
only to the extent that AirNet or any of its Subsidiaries would be 
responsible or liable, by contract or by law existing as of the date hereof, 
for the environmental condition of any such property.

     (c)    Neither AirNet nor any of its Subsidiaries has transported or 
arranged for the transportation (directly or indirectly) of any Hazardous 
Substance to any location which is listed or proposed for listing on the 
nationwide priorities list established under CERCLA or on any similar state 
list.

     (d)    No oral or written notification of a Release of a Hazardous 
Substance has been filed by or on behalf of the Company or any of its 
Subsidiaries, and no property now or previously owned or leased by AirNet or 
any of its Subsidiaries is listed, or proposed for listing, on the National 
Priorities List promulgated pursuant to CERCLA.

     (e)    There are no environmental Liens on any asset of AirNet or any of 
its Subsidiaries and no government actions have been taken or are in process 
which could subject any of such assets to such Liens.


                                      -22-
<PAGE>

     (f)    Except to the extent previously provided to the Company, there 
have been no material environmental investigations, studies, audits, tests, 
reviews or other analyses conducted by or which are in the possession of 
AirNet in relation to any property or facility now or previously owned or 
leased by AirNet or any of its Subsidiaries.

     (g)    Anything in this Agreement to the contrary notwithstanding, 
Section 4.12 shall constitute the exclusive representation of AirNet with 
respect to environmental matters.

     SECTION 4.13.  TRADEMARKS, PATENTS AND COPYRIGHTS. To the knowledge of
AirNet, except to the extent disclosed in the AirNet 1997 Form 10-K:

     (a)    AirNet has previously provided the Company a true and complete 
list, as of the date hereof, of (i) all Intellectual Property Rights of 
AirNet and its Subsidiaries (the "AirNet Intellectual Property Rights") and 
(ii) all licenses, commitments and other agreements to which AirNet or any 
Subsidiary of AirNet is a party providing for the license of any AirNet 
Intellectual Property Rights to or from any other Person.

     (b)    AirNet and its Subsidiaries own or possess adequate licenses or 
other rights to use all of their respective AirNet Intellectual Property 
Rights; there are no AirNet Intellectual Property Rights necessary for use in 
connection with the business of AirNet or its Subsidiaries as currently 
conducted which are not owned or possessed by AirNet or its Subsidiaries; and 
AirNet is not aware of any assertion or claim challenging the validity of any 
of the AirNet Intellectual Property Rights; and the conduct of the business 
of AirNet or its Subsidiaries as currently conducted or as heretofore 
conducted by AirNet or any of the Subsidiaries of AirNet does not conflict in 
any material way with any patent, patent right, license, trademark, trademark 
right, trade name, trade name right, service mark or copyright of any third 
party. There are no material infringements of any proprietary rights owned by 
or licensed by or to AirNet or any of the Subsidiaries of AirNet.

     SECTION 4.14.  ABSENCE OF CERTAIN CHANGES.  Except (i) as disclosed in 
the AirNet 1997 Form 10-K and (ii) as disclosed in any publicly available 
reports filed by AirNet with the SEC pursuant to the provisions of applicable 
securities laws since the filing of the AirNet Form 10-K and furnished or 
made available to the Company on or before the date hereof, there has been no 
event, occurrence or development which has had, or reasonably could be 
expected to have, when aggregated with all positive developments, a material 
adverse effect on AirNet and its Subsidiaries, taken as a whole (an "AirNet 
Material Adverse Effect").

     SECTION 4.15.  SATISFACTION OF CERTAIN CONDITIONS.  As of the date 
hereof, AirNet knows of no reason why the opinions referred to in Section 
8.02(h) hereof and in Section 8.02(i) hereof cannot be given at the time 
provided in such sections.

     SECTION 4.16.  REPRESENTATIONS.  The representations and warranties of 
AirNet contained in this Agreement, disregarding (other than with respect to 
Section 4.14 hereof) all qualifications and exceptions contained therein 
relating to materiality or AirNet Material Adverse

                                     -23-
<PAGE>

Effect, are true and correct with only such exceptions as would not in the 
aggregate reasonably be expected to have an AirNet Material Adverse Effect.


                                     ARTICLE V

                              COVENANTS OF THE COMPANY

     The Company and, solely to the extent set forth in Sections 5.03 and 
5.05, each Stockholder, severally and not jointly, agrees that:

     SECTION 5.01.  CONDUCT OF THE BUSINESS OF THE COMPANY.  From the date 
hereof until the Effective Time unless AirNet shall otherwise have consented 
in writing, which consent shall not be unreasonably withheld or delayed, the 
Company shall, and shall cause its Subsidiaries to, conduct their business in 
the ordinary course consistent with past practice and shall use their 
reasonable efforts to preserve intact their business organizations and 
relationships with third parties and to keep available the services of their 
present officers and employees. Without limiting the generality of the 
foregoing, from the date hereof until the Effective Time, except as 
contemplated or required by this Agreement or set forth on Schedule 5.01 of 
the Company Disclosure Schedule, the Company shall not, and shall cause its 
Subsidiaries not to, directly or indirectly, do, or agree to do, any of the 
following without the prior written consent of AirNet, which shall not be 
unreasonably delayed or withheld:

                 (a) adopt or propose any change in its certificate of
            incorporation or bylaws or equivalent organizational documents;

                 (b) merge or consolidate with any other Person or acquire the
            business or assets of any other Person for a purchase price in
            excess of $100,000;

                 (c) lease, license or otherwise dispose of any assets or
            property (excluding inventory, cash and cash equivalents) in excess
            of $25,000 except (i) pursuant to existing contracts or commitments
            or (ii) in the ordinary course  consistent with past practice in an
            aggregate amount not to exceed $100,000;

                 (d) except to the extent contemplated by this Agreement,
            declare, set aside, make or pay any dividend or other distribution,
            payable in cash, stock, property or otherwise, with respect to any
            of their capital stock;

                 (e) reclassify, combine, split, subdivide or redeem, purchase
            or otherwise acquire, directly or indirectly, any of their capital
            stock;

                 (f) increase the compensation payable or to become payable to
            the Company's or any of its Subsidiaries' executive officers,
            directors or employees, except for increases in the ordinary course
            of business consistent with past practice, or grant any severance or
            termination pay to, or enter into any

                                     -24-
<PAGE>

            employment or severance agreement with any director or executive
            officer, or establish, adopt, enter into or amend in any material
            respect or take action to accelerate any rights or benefits under
            any collective bargaining, bonus, profit sharing, thrift,
            compensation, stock option, restricted stock, pension, retirement,
            deferred compensation, employment, termination, severance or other
            plan, agreement, trust, fund, policy or arrangement for the benefit
            of any director, executive officer or employee;

                 (g) pay compensation to Robert Mitzman, Karl Daigle, Glenn
            Smoak and Dominique Brown in excess of an annualized rate of
            $720,000 in the aggregate;

                 (h) create or assume any Lien on any asset having a value in
            excess of $25,000 other than in the ordinary course consistent with
            past practices;

                 (i) issue, deliver or sell, or authorize or propose to issue,
            deliver or sell, any Company Securities, any Company Subsidiary
            Securities or any securities convertible into or exchangeable for,
            or any rights, warrants or options to acquire, any Company
            Securities or Company Subsidiary Securities other than pursuant to
            the exercise of a Company Stock Option;

                 (j) incur or assume any indebtedness in excess of $25,000 from
            any third party for borrowed money or guarantee any such
            indebtedness (other than the endorsement of checks in the ordinary
            course of business);

                 (k) make any loans, advances or capital contributions to, or
            investments in, any other Person except for (i) loans, advances or
            capital contributions to or investments in Subsidiaries of the
            Company, (ii) loans or advances to employees in the ordinary course
            of business consistent with past practice and in an aggregate amount
            not to exceed $25,000, (iii) loans to Stockholders to the extent
            permitted by Section 5.05(d) or (iv) investments in securities
            consistent with past practices;

                 (l) authorize, recommend, propose or announce an intention to
            adopt a plan of complete or partial liquidation or dissolution of
            the Company or any Subsidiary of the Company, or any plan of
            division or share exchange involving the Company or any of its
            Subsidiaries;

                 (m) change any method of accounting or any accounting principle
            or practice used by the Company or any Subsidiary of the Company,
            except for any such change required by reason of a change in
            generally accepted accounting principles or Regulation S-X;

                 (n) terminate the Company's status as an S corporation within
            the meaning of Section 1361(a)(1) of the Code at any time prior to
            the Effective Time;

                                     -25-
<PAGE>

                 (o) legally bind the Company or any Subsidiary to do any of the
            foregoing; or

                 (p) take or agree or commit to take any action to willfully
            make any representation and warranty of the Company hereunder
            inaccurate in any material respect at, or as of any time prior to,
            the Effective Time.

     SECTION 5.02.  ACCESS TO INFORMATION; CONFIDENTIALITY.  (a) From the 
date hereof until the Effective Time, the Company shall afford AirNet, its 
officers, directors, employees, counsel, financial advisors, auditors and 
other authorized representatives (the "AirNet Representatives") reasonable 
access to the offices, properties, books and records of the Company and its 
Subsidiaries, will furnish to AirNet and the AirNet Representatives such 
financial and operating data and other information as such Persons may 
reasonably request and will instruct the Company's and its Subsidiaries' 
employees, counsel and financial advisors to cooperate with AirNet in its 
investigation of the business of the Company; PROVIDED that no investigation 
pursuant to this Section shall affect any representation or warranty given by 
the Company and the Stockholders to AirNet and Merger Subsidiary hereunder.

     (b)    All information obtained by AirNet pursuant to this Section shall 
be kept confidential in accordance with the confidentiality agreement dated 
as of December 24, 1997, between AirNet and the Company.

     SECTION 5.03.  OTHER OFFERS.  From the date hereof until the later of 
the termination of this Agreement and the Effective Time, none of the 
Company, any Subsidiary or Affiliate of the Company, the Stockholders or any 
officer, director, employee or other agent of the Company or any of its 
Subsidiaries will, directly or indirectly, (i) take any action to solicit, 
initiate or encourage any inquiries or the making or implementation of any 
proposal or offer with respect to a merger, acquisition, consolidation or 
similar transaction involving, or any purchase of all or any significant 
portion of the assets or any equity securities of, the Company or any 
Subsidiary of the Company (a "Company Acquisition Proposal"), other than the 
transactions contemplated by this Agreement, or (ii) engage in negotiations 
with, or disclose any nonpublic information relating to the Company or any 
Subsidiary of the Company or afford access to the properties, books or 
records of the Company or any Subsidiary of the Company to, any Person that 
the Company believes may be considering making, or has made, a Company 
Acquisition Proposal.  The Company will promptly notify AirNet upon receipt 
of any Company Acquisition Proposal or any indication that any Person is 
considering making a Company Acquisition Proposal or any request for 
nonpublic information relating to the Company or any Subsidiary of the 
Company or for access to the properties, books or records of the Company or 
any Subsidiary of the Company by any Person that may be considering making, 
or has made, a Company Acquisition Proposal and will keep AirNet fully 
informed of the status and details of any such Company Acquisition Proposal, 
indication or request.

                                     -26-
<PAGE>

     SECTION 5.04.  NOTICES OF CERTAIN EVENTS.  The Company shall promptly
notify AirNet:

                 (a) of any notice or other communication from any Person
            alleging that the consent of such Person is or may be required in
            connection with the transactions contemplated by this Agreement;

                 (b) of any notice or other communication from any governmental
            or regulatory agency or authority in connection with the
            transactions contemplated by this Agreement;

                 (c) upon learning of (x) any representation or warranty
            contained in this Agreement becoming untrue or inaccurate in any
            material respect or (y) any covenant, condition or agreement
            contained in this Agreement failing to be complied with or satisfied
            in all material respects when such compliance or satisfaction is
            due;

PROVIDED, HOWEVER, that the delivery of any notice pursuant to this Section 
shall not limit or otherwise affect the remedies available hereunder to 
AirNet.

     SECTION 5.05.  STOCKHOLDER ACTIONS.  (a)     Each Stockholder has voted 
all shares of voting capital stock of the Company held or controlled by such 
Stockholder in favor of the approval and adoption of this Agreement and the 
Merger and has waived any and all rights now or hereafter available to such 
Stockholder under New York Law to demand appraisal with respect to any shares 
of capital stock of the Company in connection with this Agreement, the Merger 
or the other transactions contemplated by this Agreement.

     (b)    From the date of this Agreement until the Effective Time, each 
Stockholder shall not sell any shares of capital stock of the Company or 
otherwise transfer any voting rights with respect thereto and shall not, 
other than as a director of the Company, make, or in any way participate, 
directly or indirectly, in any "solicitation" of proxies (as such terms are 
used in the proxy rules under the Exchange Act) or seek to advise or 
influence any person or entity to vote against approval and adoption of this 
Agreement, the Merger or the other transactions contemplated by this 
Agreement.

     (c)    Following the Effective Time, each Stockholder agrees not to make 
any sale, transfer or other disposition of any AirNet Common Shares unless 
(i) such sale, transfer or other disposition has been registered under the 
Securities Act, (ii) such sale, transfer or other disposition is made in 
conformity with the provisions of Section 4(1) of or Rules 144 or 145 under 
the Securities Act (as such rule may be amended from time to time), or (iii) 
in the opinion of counsel in form and substance reasonably satisfactory to 
AirNet, or under a "no-action" letter obtained by such Stockholder from the 
staff of the SEC, such sale, transfer or other disposition will not violate 
or is otherwise exempt from registration under the Securities Act; PROVIDED, 
that in no event will such Stockholder sell, transfer or otherwise dispose of 
any shares of capital stock of the Company or any AirNet Common Shares 
(whether or not acquired by such Stockholder in the Merger) during the period 
commencing 30 days prior to the Effective Time and ending at such 

                                     -27-
<PAGE>

time as AirNet publishes financial results covering at least 30 days of 
combined operations of AirNet and the Surviving Corporation after the Merger.

     (d)  Each Stockholder who has borrowed money from the Company and/or who 
borrows money from the Company between the date hereof and the Effective Time 
(each, a "Stockholder Loan") agrees that such Stockholder Loan shall (i) be 
reflected in a full recourse note executed by such Stockholder, (ii) bear 
interest at the minimum prescribed rate under the regulations of the IRS 
necessary to avoid imputed interest and (iii) be due and payable in full on 
December 31, 1998; PROVIDED, that if the Effective Time occurs after August 
31, 1998 but on or prior to November 30, 1998, such Stockholder Loans shall 
be due and payable in full on March 31, 1999, and if the Effective Time 
occurs after November 30, 1998, such Stockholder Loans shall be due and 
payable in full three months after the Effective Time.

     SECTION 5.06.  TERMINATION OF DULLES AIRPORT LEASE.  The Company shall 
negotiate with, and obtain from, Glenn Smoak an amendment to the Lease dated 
as of September 5, 1997, between a Subsidiary of the Company and Glenn and 
Rita L. Smoak relating to the property located at 847 Station Street, 
Herndon, Virginia, and providing for early termination of such lease on terms 
which are at no cost to AirNet, the Company or their respective Subsidiaries 
to AirNet (the "Lease Amendment").

                                     ARTICLE VI
                                          
                     COVENANTS OF AIRNET AND MERGER SUBSIDIARY

     AirNet and Merger Subsidiary, jointly and severally, and, solely for 
purposes of Section 6.05(c), Gerald G. Mercer, agree that:

     SECTION 6.01.  ACCESS TO INFORMATION; CONFIDENTIALITY.  (a) From the 
date hereof until the Effective Time, AirNet shall afford the Company, its 
officers, directors, employees, counsel, financial advisors, auditors and 
other authorized representatives (the "Company Representatives") reasonable 
access to the offices, properties, books and records of AirNet, its 
Subsidiaries and Merger Subsidiary, will furnish to the Company and the 
Company Representatives such financial and operating data and other 
information as such Persons may reasonably request and will instruct AirNet's 
and its Subsidiaries' employees, counsel and financial advisors to cooperate 
with the Company in its investigation of the business of AirNet and its 
Subsidiaries; PROVIDED that no investigation pursuant to this Section shall 
affect any representation or warranty given by AirNet and Merger Subsidiary 
to the Company and the Stockholders hereunder.

     (b)  All information obtained by the Company pursuant to this Section 
shall be kept confidential in accordance with the confidentiality agreement 
dated as of December 24, 1997, between AirNet and the Company.


                                  -28-

<PAGE>

     SECTION 6.02.  OBLIGATIONS OF MERGER SUBSIDIARY.  AirNet will take all 
action necessary to cause Merger Subsidiary to perform its obligations under 
this Agreement and to consummate the Merger on the terms and conditions set 
forth in this Agreement.

     SECTION 6.03. OTHER OFFERS.  From the date hereof until the later of 
the termination of this Agreement and the Effective Time, none of AirNet, any 
Subsidiary of AirNet or Affiliate of AirNet or any officer, director, 
employee or other agent of AirNet or any of its Subsidiaries will, subject to 
the fiduciary duties of AirNet's Board of Directors, directly or indirectly, 
(i) take any action to solicit, initiate or encourage any inquiries or the 
making or implementation of any proposal or offer with respect to a 
transaction involving the sale of all or a significant portion of the assets 
or equity securities of AirNet (an "AirNet Acquisition Proposal"), other than 
the transactions contemplated by this Agreement, or (ii) engage in 
negotiations with, or disclose any nonpublic information relating to AirNet 
or afford access to the properties, books or records of AirNet to, any Person 
that AirNet believes may be considering making, or has made, an AirNet 
Acquisition Proposal. AirNet will promptly notify the Company upon receipt of 
any AirNet Acquisition Proposal or any indication that any Person is 
considering making an AirNet Acquisition Proposal or any request for 
nonpublic information relating to AirNet or for access to the properties, 
books or records of AirNet by any Person that may be considering making, or 
has made, an AirNet Acquisition Proposal and will keep the Company fully 
informed of the status and details of any such AirNet Acquisition Proposal, 
indication or request.

     SECTION 6.04. NOTICES OF CERTAIN EVENTS.  AirNet shall promptly notify 
the Company:

               (a)  any notice or other communication from any Person alleging
          that the consent of such Person is or may be required in connection
          with the transactions contemplated by this Agreement;
          
               (b)  any notice or other communication from any governmental or
          regulatory agency or authority in connection with the transactions
          contemplated by this Agreement; 
          
               (c)  upon learning of (x) any representation or warranty
          contained in this Agreement becoming untrue or inaccurate in any
          material respect or (y) any covenant, condition or agreement 
          contained in this Agreement failing to be complied with or 
          satisfied in all material respects when such compliance or 
          satisfaction is due; and
          
               (d)  any failure of AirNet, any Subsidiary of AirNet or Merger
          Subsidiary to comply with or satisfy any covenant, condition or
          agreement to be complied with or satisfied by it hereunder;

PROVIDED, HOWEVER, that the delivery of any notice pursuant to this Section
shall not limit or otherwise affect the remedies available hereunder to the
Company.


                                    -29-

<PAGE>

     SECTION 6.05. REGISTRATION STATEMENT; STOCKHOLDER MEETING; PROXY 
MATERIAL. (a)  As promptly as practicable after the execution of this 
Agreement, AirNet shall prepare and file a registration statement on Form S-4 
covering the AirNet Common Shares and the Adjusted Options to be issued to 
the Stockholders in the Merger (the "Registration Statement"), which will 
include a proxy statement for a meeting of the AirNet shareholders (the 
"AirNet Proxy Statement"). The Company will cooperate with AirNet in 
preparing and filing the Registration Statement.

     (b)  As promptly as practicable after the Registration Statement becomes 
effective under all applicable securities laws, AirNet shall cause a meeting 
of its shareholders (the "AirNet Shareholder Meeting") to be duly called and 
held for the purpose of soliciting the AirNet Shareholder Consent, including, 
but not limited to, for purposes of Section 1701.831 of the Ohio Law. The 
AirNet Proxy Statement shall include the unanimous recommendation of the 
Board of Directors of AirNet in favor of the approval and adoption of this 
Agreement and the Merger and the transactions contemplated hereby. AirNet 
will (i) mail to its shareholders the AirNet Proxy Statement and all other 
proxy materials for such meeting, (ii) will use its reasonable efforts to 
obtain the necessary approvals by its shareholders and (iii) will otherwise 
comply with all legal requirements applicable to such meeting.

     (c)  Gerald G. Mercer agrees to vote all shares of voting capital stock 
of AirNet then held or controlled by him at the AirNet Stockholder Meeting in 
favor of the approval and adoption of this Agreement and the Merger.

     SECTION 6.06.  LISTING OF SHARES.  AirNet shall make application to the 
NYSE or such other exchanges as shall be agreed for the listing of the AirNet 
Common Shares to be issued in connection with the Merger. AirNet shall use 
its reasonable efforts to cause such AirNet Common Shares to be listed on 
NYSE, subject to official notice of issuance.  

     SECTION 6.07.  DIRECTOR AND OFFICER INDEMNIFICATION.  From and after the 
Effective Time, AirNet will cause the Surviving Corporation to indemnify and 
hold harmless the present and former officers and directors of the Company in 
respect of acts or omissions occurring prior to the Effective Time solely in 
their role as officers or directors to the extent provided under the 
Company's certificate of incorporation and by-laws, or equivalent 
organizational documents, in effect on the date hereof; PROVIDED, that such 
indemnification shall be subject to any limitation imposed from time to time 
under applicable law, and, PROVIDED, FURTHER, that such indemnification shall 
not apply to claims made by or on behalf of any stockholder or former 
stockholder of the Company.

     SECTION 6.08.  BOARD OF DIRECTORS.  (a) As soon as practicable after the 
Effective Time and subject to their fiduciary duties to the AirNet 
shareholders, the Board of Directors of AirNet shall use its reasonable 
efforts to cause the shareholders of AirNet to elect Robert Mitzman to the 
Board of Directors of AirNet. For so long as Robert Mitzman beneficially owns 
49% of the issued and outstanding AirNet Common Shares he actually receives, 
directly or indirectly, as his portion of the Merger Consideration, the Board 
of Directors of AirNet shall continue to use its reasonable efforts to cause 
the shareholders of AirNet to elect Mr. Mitzman as a director of AirNet.


                                  -30-

<PAGE>

     SECTION 6.09.  RULES 144 AND 145.  With a view to making available to 
the Stockholders the benefits of Rules 144 and 145 promulgated under the 
Securities Act, and any other similar rules and regulations of the SEC which 
may at any time permit the Stockholders to sell or distribute without 
registration the AirNet Common Shares received as Merger Consideration 
hereunder, AirNet agrees to file with the SEC in a timely manner all reports 
and other documents required to be filed by it under the Exchange Act.

     SECTION 6.10.  PURCHASE OF AIRPORT FACILITY.  AirNet agrees to negotiate 
in good faith with the Primary Shareholder for the purchase of the Company's 
facility located at 175-28 148th Avenue, Jamaica, New York for the fair 
market value thereof, as determined by Cushman & Wakefield. Such purchase 
shall be made pursuant to a purchase agreement  (the "Airport Facility 
Purchase Agreement") which shall be negotiated in good faith between the 
Primary Seller and Buyer and shall contain standard indemnifications 
(including, but not limited to, with respect to environmental matters).

     SECTION 6.11.  RELEASE OF GUARANTEES. On or prior to, but effective as 
of, the Effective Date, AirNet shall assume, and agrees to use its reasonable 
efforts to obtain the unconditional release and discharge of the Primary 
Stockholder's obligations to guarantee the obligations of the Company 
pursuant to, the personal guaranties of the Primary Stockholder set forth on 
Schedule 3.22 of the Company Disclosure Schedule (the "Personal Guaranties"). 
To the extent that AirNet is unable to obtain the release of the Primary 
Stockholder from all liability pursuant to the Personal Guaranties, AirNet 
shall defend, indemnify and hold harmless the Primary Stockholder with 
respect to any such liability he may incur pursuant to such Personal 
Guaranties.

                                    ARTICLE VII
                                          
                              COVENANTS OF AIRNET, THE
                            COMPANY AND THE STOCKHOLDERS

     The parties hereto agree that:

     SECTION 7.01.  REASONABLE EFFORTS.  Subject to the terms and conditions 
of this Agreement, each party will use its reasonable efforts to take, or 
cause to be taken, all actions and to do, or cause to be done, all things 
necessary, proper or advisable under applicable laws and regulations to 
consummate the transactions contemplated by this Agreement as promptly as 
possible.

     SECTION 7.02.  CERTAIN FILINGS.  The Company and AirNet shall cooperate 
with one another (a) in connection with the preparation of the Registration 
Statement and the AirNet Proxy Statement (including, but not limited to, the 
preparation of any financial statements or pro forma financial statements 
required to be included therein), and (b) in determining whether any action 
by or in respect of, or filing with, any governmental body, agency or 
official, or authority is required, or any actions, consents, approvals or 
waivers are required to be obtained from parties to any contracts, in 
connection with the consummation of the transactions contemplated by this 


                                    -31-

<PAGE>

Agreement and (c) in seeking any such actions, consents, approvals or waivers 
or making any such filings, furnishing information required in connection 
therewith or with the Registration Statement or the AirNet Proxy Statement 
and seeking to timely obtain any such actions, consents, approvals or 
waivers. AirNet and the Company will each use its reasonable efforts to have 
the Registration Statement declared effective under the Securities Act as 
promptly as practicable after the Registration Statement is filed with the 
SEC.

     SECTION 7.03.  PUBLIC ANNOUNCEMENTS.  AirNet and the Company will 
consult with each other before issuing any press release or otherwise making 
any public statement with respect to this Agreement or any transaction 
contemplated herein and, except as may be required by applicable law, the 
rules and regulations of the SEC or any listing agreement with any national 
securities exchange, AirNet will not issue any such press release or make any 
such public statement prior to such consultation, and the Company will not 
issue any such press release or make any such public statement without the 
prior written consent of AirNet, which shall not be unreasonably withheld or 
delayed.

     SECTION 7.04.  FURTHER ASSURANCES.  At and after the Effective Time, the 
officers and directors of the Surviving Corporation will be authorized to 
execute and deliver, in the name and on behalf of the Company or Merger 
Subsidiary, any deeds, bills of sale, assignments or assurances and to take 
and do, in the name and on behalf of the Company or Merger Subsidiary, any 
other actions and things to vest, perfect or confirm of record or otherwise 
in the Surviving Corporation any and all right, title and interest in, to and 
under any of the rights, properties or assets of the Company acquired or to 
be acquired by the Surviving Corporation as a result of, or in connection 
with, the Merger.

     SECTION 7.05.  TAX MATTERS.  (a) The Stockholders shall be solely 
responsible for preparing all Tax Returns with respect to the income, 
business, assets, operations, activities, status or other matters of the 
Company or any of its Subsidiaries for all taxable periods ending at or 
before the Effective Time. The Stockholders shall submit a copy of such Tax 
Returns to AirNet for its review and approval (which shall not be 
unreasonably withheld or delayed) at least 15 days prior to their due date. 
Upon such approval, AirNet and the Stockholders shall cause such Tax Returns 
to be filed on a timely basis. The Stockholders shall be solely responsible 
for and shall pay on a timely basis all Taxes due thereon, except to the 
extent that such Taxes payable by the Company or any of its Subsidiaries are 
reflected as reserves on the Balance Sheet. Without limiting the generality 
of the foregoing, the Stockholders shall be solely responsible for and shall 
pay on a timely basis all applicable Taxes arising from consummation of the 
transactions contemplated by this Agreement.
     
     (b)  AirNet shall be solely responsible for preparing and filing on a 
timely basis all Tax Returns with respect to the income, business, assets, 
operations, activities, status or other matters of the Company or any of its 
Subsidiaries for all taxable periods beginning after the Effective Time.  
AirNet shall be solely responsible for and shall pay on a timely basis all 
Taxes due thereon.
     
     (c)  The Stockholders and AirNet shall jointly prepare all Tax Returns 
with respect to the income, business, assets, operations, activities, status 
or other matters of the Company or any 


                                      -32-


<PAGE>

of its Subsidiaries for all taxable periods beginning before and ending after 
the Effective Time ("Straddle Periods"). The Stockholders and AirNet shall 
allocate any liability for Taxes relating to Straddle Periods on the basis of 
an interim closing of the books as of the Effective Time; PROVIDED, HOWEVER, 
that the Stockholders shall not be responsible for such Taxes payable by the 
Company or any Subsidiary to the extent that such Taxes are reflected as 
reserves on the Balance Sheet.

     (d)    The Stockholders and AirNet agree to furnish to each other, upon 
written request, as promptly as practicable, such information and reasonable 
assistance relating to the Company or any of its Subsidiaries as is necessary 
for the filing of any Tax Return required to be filed after the Effective 
Time. The Stockholders and AirNet also agree to cooperate with each other in 
the conduct of any audit or other proceeding involving one or more of the 
Company, any of its Subsidiaries or any successor corporation. In any such 
case, each party shall use its reasonable efforts to cause its financial 
advisors, auditors and other authorized representatives to cooperate 
therewith.
     
     (e)    Notwithstanding anything herein to the contrary, the parties 
agree that immediately prior to the Effective Time, the Company shall 
distribute to the Stockholders an amount equal to the Preliminary S 
Corporation Tax Distribution (as defined below). No later than five days 
prior to the Effective Time, the Company shall deliver to AirNet a 
certificate specifying a good faith estimate of the Stockholders' aggregate 
liability for Taxes attributable to the estimated taxable income of the 
Company and its Subsidiaries for the period commencing on January 1, 1998 and 
ending at the Effective Time (the "Preliminary S Corporation Tax 
Distribution"). As soon as practicable after the Effective Time, but in no 
event less than five days prior to the due date (without extensions) of the 
Stockholders' Tax Returns in respect of the period described in the previous 
sentence, AirNet and the Stockholders shall agree on the Stockholders' 
aggregate liability for Taxes attributable to the taxable income of the 
Company and its Subsidiaries for such period (the "Final S Corporation Tax 
Distribution"). In calculating the Final S Corporation Tax Distribution, 
AirNet and the Stockholders shall take into account any previously suspended 
losses of the Stockholders (relative to their interest in the Company and its 
Subsidiaries) that are available to reduce the Stockholders' liability for 
Taxes. The Company shall pay to the Stockholders, or the Stockholders shall 
pay to the Company, as appropriate, any difference between the Preliminary S 
Corporation Tax Distribution and the Final S Corporation Tax Distribution. In 
the event that the Final S Corporation Tax Distribution would change as a 
result of a redetermination by a taxing authority, or otherwise, AirNet, the 
Company and the Stockholders shall make appropriate adjustments to the Final 
S Corporation Tax Distribution in a prompt and reasonable manner.
     
     SECTION 7.06.  TAX TREATMENT. None of the Stockholders, the Company, 
AirNet or Merger Subsidiary has taken, or will take, any action or omit to 
take any action which causes the Merger to fail to qualify as a 
reorganization under Section 368(a) of the Code or which otherwise 
jeopardizes the status of the Merger as a tax-free reorganization within the 
meaning of Section 368(a) of the Code.

                                      -33-
<PAGE>

     SECTION 7.07.  EMPLOYEE BENEFITS.  (a)  At the Effective Time, each of 
the Employee Plans (except any Employee Plan which is subject to the 
provisions of Section 401(k) of the Code) and Benefit Arrangements of the 
Company shall remain in effect and shall be assumed by the Surviving 
Corporation. Any Employee Plan which is subject to the provisions of Section 
401(k) of the Code (a "Company 401(k) Plan") shall be terminated by the 
Company prior to the Effective Time. With respect to each of the Employee 
Plans and Benefit Arrangements of the Company other than a Company 401(k) 
Plan, AirNet agrees that, by no later than three years after the Effective 
Time, AirNet shall terminate such Employee Plans and Benefit Arrangements of 
the Company and shall, in lieu thereof, provide, or shall cause the Surviving 
Corporation to provide, employees of the Surviving Corporation, with the same 
or substantially similar employee benefit plans and programs, including but 
not limited to employee benefit plans, within the meaning of Section 3(3) of 
ERISA, as those provided to employees of AirNet with comparable status and 
seniority as of the time of such termination.

     (b)    Notwithstanding the foregoing, as soon as practicable after the 
Effective Time, AirNet shall, or shall cause the Surviving Corporation to, 
establish or designate, and maintain, a defined contribution plan (the 
"AirNet 401(k) Plan") to provide benefits to the employees of the Surviving 
Corporation who are participants in a Company 401(k) Plan as of the date of 
its termination in accordance with Section 7.07(a) ("401(k) Plan 
Participants"). The AirNet 401(k) Plan shall be qualified under Section 
401(a) and 401(k) of the Code and shall provide the 401(k) Plan Participants 
full credit for service with the Company, its Subsidiaries and their 
Affiliates for purposes of eligibility to participate and vesting. The AirNet 
401(k) Plan shall also accept rollover contributions and rollovers of any 
outstanding account loan balances of the 401(k) Plan Participants from a 
Company 401(k) Plan.

     SECTION 7.08.  POSTAL OFFICE LITIGATION.  The parties hereto agree to 
cooperate in good faith to resolve the specific contingency set forth as item 
number one on Schedule 1.04 within six months after the Effective Time in the 
manner most advantageous to the Surviving Corporation and AirNet, including, 
but not limited to, the recovery of attorneys' fees by the Surviving 
Corporation in connection with the litigation by the United States Postal 
Service against the Company.

                                       
                                  ARTICLE VIII
                                          
                            CONDITIONS TO THE MERGER

     SECTION 8.01.  CONDITIONS TO THE OBLIGATIONS OF EACH PARTY.  The 
respective obligations of the Company, the Stockholders, AirNet and Merger 
Subsidiary to consummate the Merger are subject to the satisfaction of the 
following conditions, any or all of which may be waived, in whole or in part, 
to the extent permitted by this Agreement and by applicable law:

                 (a) this Agreement and the Merger and the transactions 
            contemplated thereby shall have been approved by the Stockholders 
            in accordance with New York Law;

                                      -34-
<PAGE>
          
                 (b) this Agreement and the Merger and the transactions 
            contemplated thereby, including the issuance of the AirNet Common 
            Shares to the Stockholders, shall have been approved by the 
            shareholders of AirNet in accordance with Ohio Law, including, 
            but not limited to, Section 1701.831 of Ohio Law, and the rules 
            and regulations of the NYSE;
          
                 (c) the applicable waiting period under the HSR Act relating 
            to the Merger shall have expired or been terminated;
          
                 (d) the Registration Statement shall have been declared 
            effective under the Securities Act and no stop order suspending 
            the effectiveness of the Registration Statement shall be in 
            effect and no proceedings for such purpose shall be pending 
            before or threatened by the SEC;
          
                 (e) the AirNet Common Shares to be issued to the 
            Stockholders in the Merger shall have been approved for listing 
            on the NYSE, subject to official notice of issuance;
          
                 (f) no provision of any applicable law or regulation and no 
            judgment, injunction, order or decree shall prohibit the 
            consummation of the Merger; and
          
                 (g) other than the filing of certificates of merger and/or 
            other merger documents in accordance with New York Law and Ohio 
            Law, all authorizations, consents, waivers, orders or approvals 
            required to be obtained, and all filings, notices or declarations 
            required to be made, by the Company, AirNet and Merger Subsidiary 
            prior to the consummation of the Merger shall have been obtained 
            from, and made with, all required governmental or regulatory 
            authorities except for such authorizations, consents, waivers, 
            orders, approvals, filings, notices or declarations the failure 
            of which to obtain or make would not, at or after the Effective 
            Time, individually or in the aggregate, have a Company Material 
            Adverse Effect or an AirNet Material Adverse Effect.

     SECTION 8.02.  CONDITIONS TO THE OBLIGATIONS OF AIRNET AND MERGER
SUBSIDIARY.  The obligations of AirNet and Merger Subsidiary to consummate the
Merger are subject to the satisfaction of the following further conditions, any
or all of which may be waived, in whole or in part, to the extent permitted by
this Agreement and by applicable law:

                 (a) the Company and the Stockholders shall have performed in 
            all material respects their respective agreements and covenants 
            required by this Agreement to be performed by them at or prior to 
            the Effective Time; the representations and warranties of the 
            Company and the Stockholders contained in this Agreement and in 
            any certificate or other writing delivered under Article VIII 
            hereof by the Company or Stockholder pursuant hereto, 
            disregarding (other than with respect to Section 3.10(a)(i) and 
            (vii) hereof) any qualifications contained therein regarding 

                                      -35-
<PAGE>

            materiality or Company Material Adverse Effect, shall be true and 
            correct in all material respects at and as of the Effective Time 
            as if made at and as of such time, and AirNet shall have received 
            a certificate signed by the Chief Executive Officer and principal 
            financial officer of the Company to the foregoing effect;
          
                 (b) since the Balance Sheet Date, there shall have been no 
            change, occurrence or circumstance in the business, results of 
            operations or condition (financial or otherwise) of the Company 
            having or reasonably likely to have, individually or in the 
            aggregate, a Company Material Adverse Effect, and AirNet shall 
            have received a certificate of the Chief Executive Officer and 
            Chief Financial Officer of the Company to such effect;
          
                 (c) the Company's income from operations as calculated 
            jointly by AirNet and the Company for the period beginning on 
            January 1, 1998 and ending as of (i) the end of the month 
            immediately preceding the Effective Time (if the Effective Time 
            occurs on or after the 26th day of a month) or (ii) the end of 
            the month next preceding the Effective Time (if the Effective 
            Time occurs before the 26th day of a month) shall exceed 85% of 
            the projected income from operations through the end of the 
            relevant month, as set forth on Schedule 8.02(c) of the Company 
            Disclosure Schedule; PROVIDED, that the following costs and 
            expenses of the Company shall not be taken into account in 
            determining income from operations at the end of the relevant 
            month as set forth on Schedule 8.02(c): the fees and expenses of 
            DLJ pursuant to the letter agreement set forth on item number 68 
            on Schedule 3.16(a) of the Company Disclosure Schedule, the legal 
            fees and expenses of Winthrop, Stimson, Putnam & Roberts and the 
            accounting fees and expenses of Ernst & Young (New York), in each 
            case incurred on behalf of the Company in connection with this 
            Agreement and the transactions contemplated hereby;
          
                 (d) no court, arbitrator or governmental body, agency or 
            official shall have issued any order, and there shall not be any 
            statute, rule or regulation, materially restraining or 
            prohibiting the consummation of the Merger or the effective 
            operation of the business of the Company after the Effective 
            Time; 
          
                 (e) AirNet shall have received executed Employment 
            Agreements from Robert Mitzman, Dominique Brown and Glenn Smoak, 
            in the forms attached hereto as Annex B-1, Annex B-2 and Annex 
            B-3, respectively, and such agreements shall continue to be in 
            full force and effect as of the Effective Time;
          
                 (f) AirNet shall have received a Lease Amendment executed by 
            Glenn Smoak and Rita L. Smoak and the Subsidiary of the Company 
            party thereto in the form attached hereto as Annex C, and such 
            amendment shall continue to be in full force and effect without 
            subsequent amendment as of the Effective Time;
          
                 (g) AirNet shall have received all documents it may 
            reasonably request relating to the existence of the Company and 
            its Subsidiaries and the authority of 

                                      -36-
<PAGE>

            the Company to enter into, deliver and perform this Agreement, 
            all in form and substance reasonably satisfactory to AirNet;
          
                 (h) AirNet shall have received a letter, dated as of the 
            Effective Time, from Ernst & Young LLP (Columbus) regarding its 
            concurrence with AirNet's conclusion as to the appropriateness of 
            pooling of interests accounting treatment for the Merger under 
            Accounting Principles Board Opinion No. 16;
          
                 (i) AirNet shall have received a fairness opinion of its 
            financial advisor, SBCWDR, in form and substance reasonably 
            satisfactory to AirNet, and dated as of the Effective Time, to 
            the effect that the Merger is fair from a financial point of view 
            to the Company as of such date; 
          
                 (j) This Agreement shall have been signed by each holder of 
            outstanding shares of the Company's capital stock as of the 
            Effective Time, either on the signature pages hereof or in a 
            separate joinder agreement in form and substance reasonably 
            satisfactory to AirNet; and
          
                 (k) The following agreements and instruments shall have been 
            terminated or cancelled, as the case may be, and AirNet shall 
            have received evidence of such termination or cancellation in 
            form and substance reasonably satisfactory to AirNet: (i) the 
            Amended and Restated Shareholders' Agreement dated as of 
            September 5, 1997, by and among the Company, Robert J. Mitzman, 
            Dominique Brown, Karl R. Daigle and Glenn Smoak; (ii) the 
            Non-Negotiable 9.0% Convertible Debenture dated as of July 31, 
            1997 in the principal amount of $822,500 issued to Tomas Miguens 
            from Dominique Brown; (iii) the Non-Negotiable 9.0% Convertible 
            Debenture dated as of July 31, 1997 in the principal amount of 
            $177,500 issued to Tomas Miguens from Karl Daigle; (iv) the 
            Agreement dated as of July 31, 1997 between the Company and 
            Dominique Brown referred to as item 6. on Schedule 3.14(e) of the 
            Company Disclosure Schedule; (v) the Agreement dated as of July 
            31, 1997 between the Company and Karl Daigle referred to as item 
            7. on Schedule 3.14(e) of the Company Disclosure Schedule; and 
            (vi) the letter agreement dated as of September 5, 1997 between 
            the Company and Glenn Smoak referred to as item 19. on Schedule 
            3.14(e) of the Company Disclosure Schedule.

     SECTION 8.03.  CONDITIONS TO THE OBLIGATIONS OF THE COMPANY.  The
obligations of the Company to consummate the Merger are subject to the
satisfaction of the following further conditions, any or all of which may be
waived, in whole or in part, to the extent permitted by this Agreement and by
applicable law:

                 (a) AirNet, Merger Subsidiary and Mr. Mercer shall have 
            performed in all material respects their respective agreements 
            and covenants required by this Agreement to be performed by them 
            at or prior to the Effective Time; the representations and 
            warranties of AirNet and Merger Subsidiary contained in this 

                                      -37-
<PAGE>

            Agreement and in any certificate or other writing delivered by 
            AirNet or Merger Subsidiary pursuant hereto, disregarding (except 
            with respect to Section 4.14) any qualifications contained 
            therein with respect to materiality or AirNet Material Adverse 
            Effect, shall be true and correct in all material respects at and 
            as of the Effective Time as if made at and as of such time, and 
            the Company shall have received a certificate signed by the Chief 
            Executive Officer and Chief Financial Officer of AirNet to the 
            foregoing effect;
          
                 (b) since December 31, 1997, there shall have been no 
            change, occurrence or circumstance in the business, results of 
            operations or condition (financial or otherwise) of AirNet having 
            or reasonably likely to have, individually or in the aggregate, 
            an AirNet Material Adverse Effect, and the Company shall have 
            received a certificate of the Chief Executive Officer and Chief 
            Financial Officer of AirNet to such effect;
          
                 (c) no court, arbitrator or governmental body, agency or 
            official shall have issued any order, and there shall not be any 
            statute, rule or regulation, materially restraining or 
            prohibiting the consummation of the Merger or the effective 
            operation of the business of AirNet after the Effective Time; 
          
                 (d) the Stockholders shall have received a Registration 
            Rights Agreement in the form attached hereto as Annex D executed 
            by AirNet; 
          
                 (e) the Stockholders shall have received Employment 
            Agreements for Robert Mitzman, Dominique Brown and Glenn Smoak, 
            in the forms attached hereto as Annex B-1, Annex B-2 and Annex 
            B-3, respectively, executed by AirNet, and such agreements shall 
            continue to be in full force and effect as of the Effective Time;
          
                 (f) the Primary Stockholder shall have received the Airport 
            Facility Purchase Agreement executed by AirNet;
          
                 (g) the Company shall have received all documents it may 
            reasonably request relating to the existence of AirNet and Merger 
            Subsidiary and the authority of AirNet and Merger Subsidiary to 
            enter into, deliver and perform this Agreement, all in form and 
            substance reasonably satisfactory to the Company; and
          
               (h)  the Company shall have received a letter, dated as of the 
            Effective Time, from Ernst & Young LLP (New York) regarding its 
            concurrence with the Company's conclusion as to the 
            appropriateness of pooling of interests accounting treatment for 
            the Merger under Accounting Principles Board Opinion No. 1.
          

                                      -38-
<PAGE>

                                   ARTICLE IX
                                          
                                  TERMINATION
                                          
     SECTION 9.01.  TERMINATION.  This Agreement may be terminated and the 
Merger may be abandoned at any time prior to the Effective Time 
(notwithstanding any approval of this Agreement by the Stockholders or the 
shareholders of AirNet):

                 (a) by mutual written consent of the Company and AirNet;

                 (b) by the Company or AirNet if the Merger has not been 
             consummated by September 30, 1998; PROVIDED, HOWEVER, that the 
             right to terminate this Agreement pursuant to this Section 
             9.01(b) shall not be available to any party whose willful 
             failure to perform any of its obligations under this Agreement 
             results in the failure of the Merger to be consummated by such 
             time;

                 (c) by the Company, if the approval of the shareholders of 
             AirNet contemplated by this Agreement shall not have been 
             obtained by reason of the failure to obtain the required vote at 
             the AirNet Shareholder Meeting or any adjournment;

                 (d) by AirNet, if prior to Effective Time, the Directors of 
             the Company shall have withdrawn, modified or changed their 
             approval of this Agreement in a manner which adversely impacts 
             the consummation of the Merger; 
          
                 (e) by the Company, if prior to the Effective Time, the 
             Directors of AirNet shall have withdrawn, modified or changed 
             their approval or recommendation of this Agreement in a manner 
             which adversely impacts the consummation of the Merger; 
          
                 (f) by AirNet, upon a breach of any representation, 
             warranty, covenant or agreement of the Company or the 
             Stockholders, or if any representation or warranty of the 
             Company shall become untrue, the effect of which is a Company 
             Material Adverse Effect, in either case such that the breach or 
             the condition causing such breach would be incapable of being 
             cured by September 30, 1998 (or as otherwise extended);
          
                 (f) by the Company, upon a breach of any representation, 
             warranty, covenant or agreement of AirNet and Merger Subsidiary, 
             or if any representation or warranty of AirNet and Merger 
             Subsidiary shall become untrue, the effect of which is an AirNet 
             Material Adverse Effect, in either case such that the breach or 
             the condition causing such breach would be incapable of being 
             cured by September 30, 1998 (or as otherwise extended); or

                                      -39-
<PAGE>


                 (g) by the Company or AirNet if there shall be any law or 
             regulation that makes consummation of the Merger illegal or 
             otherwise prohibited or if any judgment, injunction, order or 
             decree enjoining AirNet or the Company from consummating the 
             Merger is entered and such judgment, injunction, order or decree 
             shall become final and nonappealable.

     SECTION 9.02.  EFFECT OF TERMINATION.  If this Agreement is terminated 
pursuant to Section 9.01, this Agreement shall become void and of no effect 
with no liability on the part of any party hereto, except that the agreements 
contained in Sections 5.02, 6.01 and 11.03 shall survive the termination 
hereof; PROVIDED, HOWEVER, that nothing herein shall relieve any party from 
liability for the willful breach in any material respect of any of its 
representations, warranties, covenants or agreements set forth in this 
Agreement.

                                   ARTICLE X
                                          
                         SURVIVAL; INDEMNIFICATION
                                          
     SECTION 10.01. SURVIVAL.  The covenants, agreements, representations and 
warranties of the parties hereto contained in this Agreement or in any 
certificate or other writing delivered under Article VIII hereof (the 
"General Contingencies") shall survive the Effective Time through the period 
ending upon the filing of AirNet's Form 10-K (including the operations of the 
Company) for the fiscal year ended December 31, 1998. In addition to, and not 
in limitation of, the foregoing, the specific contingencies set forth on 
Schedule 1.04 (the "Specific Contingencies") shall survive the Effective Time 
until the later of (i) the second anniversary of the Effective Time or (ii) 
expiration of the applicable statutory period of limitations (giving effect 
to any waiver, mitigation or extension thereof), unless sooner released by 
AirNet in writing. Notwithstanding the preceding two sentences, any General 
Contingencies in respect of which indemnity may be sought under Section 10.02 
shall survive the time at which it would otherwise terminate pursuant to the 
preceding sentence, if notice of the specific inaccuracy or breach thereof 
giving rise to such right to indemnity shall have been given to the party 
against whom such indemnity may be sought prior to such time.

     SECTION 10.02. INDEMNIFICATION.  (a) Each of the Stockholders hereby, 
severally but not jointly, indemnifies AirNet and, effective as of the 
Effective Time, without duplication, the Company and their respective 
Affiliates (each an "AirNet Indemnitee" against and agree to hold it harmless 
from any and all damage, loss, liability and expense (including, without 
limitation, reasonable expenses of investigation and reasonable attorneys' 
fees and expenses in connection with any action, suit or proceeding) 
(collectively, "Loss") incurred or suffered by any AirNet Indemnitee arising 
out of the General Contingencies made or to be performed by the Company or 
the Stockholders pursuant to this Agreement or arising out of the Specific 
Contingencies; PROVIDED that (i) the Stockholders shall not be liable under 
this Section 10.02(a) unless the aggregate amount of Losses with respect to 
all matters referred to in this Section 10.02(a) (determined without regard 
to any materiality qualification (other than with respect to Section 
3.10(a)(i) and (vii) hereof and the bring-down certificate described in 
Section 8.02(a) with respect 

                                      -40-
<PAGE>

thereto) contained in any representations, warranty or covenant giving rise 
to the claim for indemnity hereunder) exceeds $200,000 (after which point the 
Stockholders will be liable under this Section 10.02(a) only for further such 
Losses); (ii) any claim for Losses under this Section 10.02(a) shall be in an 
aggregate amount equal to or greater than $25,000; and (iii) at and after the 
Effective Time, the Stockholders' liability under this Section 10.02(a) shall 
be limited to the Escrow Shares.

     (b)    AirNet and Merger Subsidiary hereby, jointly and severally, 
indemnify the Stockholders and, prior to the Effective Time, the Company (the 
Stockholders and the Company being hereinafter referred to as the "Company 
Indemnitees") against and agrees to hold them harmless from any and all 
Losses incurred or suffered by the Stockholders arising out of any General 
Contingencies made or to be performed by AirNet or Merger Subsidiary pursuant 
to this Agreement, PROVIDED that (i) AirNet shall not be liable under this 
Section 10.02(b) unless the aggregate amount of the  Stockholders' Losses 
exceeds $1,000,000 (after which point AirNet will be liable under this 
Section 10.02(b) only for further such Losses); (ii) all Losses shall be 
payable by AirNet in additional AirNet Common Shares having a fair market 
value (based on the closing price of the AirNet Common Shares on the New York 
Stock Exchange) on the date of payment equal to the amount of such Losses; 
(iii) any claim for Losses under this Section 10.02(b) shall be in an 
aggregate amount equal to or greater than $25,000; and (iv) at and after the 
Effective Time, AirNet's maximum liability under this Section 10.02(b) shall 
not exceed 10% of the Merger Consideration.

     SECTION 10.03. PROCEDURES.  (a) The party seeking indemnification under 
Section 10.02 (the "Indemnified Party") agrees to give prompt notice to the 
party against whom indemnity is sought (the "Indemnifying Party") of the 
Losses for which indemnity may be sought under such Section. Subject to the 
rights or duties to any insurer or other third party having liability 
therefor, the Indemnifying Party shall have the right within 10 days after 
receipt of such notice to assume the control of the defense, compromise or 
settlement of any such action, suit or proceeding, including, at its own 
expense, employment of counsel on behalf of the Indemnified Party (who shall 
be reasonably satisfactory to the Indemnified Party) and at any time 
thereafter to exercise on behalf of the Indemnified Party any rights which 
may reasonably mitigate any of the foregoing; PROVIDED, that if the 
Indemnifying Party shall have exercised its right to assume such control, the 
Indemnified Party (i) may, in its sole discretion and at its sole expense, 
employ counsel to represent it (in addition to counsel employed by the 
Indemnifying Party) in any such matter, and in such event counsel selected by 
the Indemnifying Party shall be required to cooperate with such counsel of 
the Indemnified Party in such defense, compromise or settlement for the 
purpose of informing and sharing information with such Indemnified Party and 
(ii) will, at its own expense, make available to the Indemnified Party those 
employees of the Indemnifying Party or any Affiliate of the Indemnifying 
Party whose assistance, testimony or presence is necessary to assist the 
Indemnified Party in evaluation and defending any such action, suit or 
proceeding; PROVIDED, FURTHER, that in no event shall the Indemnifying Party, 
without the written consent of the Indemnified Party, effect the settlement 
or compromise of, or consent to the entry of any judgment with respect to, 
any pending or threatened action, suit or proceeding (whether or not the 
Indemnified Party is an actual or potential party to such action, suit or 
proceeding) unless such settlement, compromise or judgment (x) includes the 
unconditional release by the parties asserting 

                                      -41-
<PAGE>

such action, suit or proceeding of the Indemnified Party from all liability 
arising out of such action, suit or proceeding and (ii) does not include an 
admission of fault, culpability or a failure to act, by or on behalf of any 
Indemnified Party.

     (b)    The Indemnified Party shall cooperate fully in all aspects of any 
matter for which indemnity is sought pursuant to this Article X with respect 
to an action brought by a third party, including, in such case, by providing 
reasonable access to employees and officers (as witnesses or otherwise) and 
other information.

     SECTION 10.04. EXCLUSIVE REMEDY.  AirNet, on behalf of itself and the 
AirNet Indemnitees, and the Stockholders each hereby acknowledges and agrees 
that the sole and exclusive remedy with respect to any and all claims 
relating to, or arising out of, the Merger, this Agreement or the 
transactions contemplated hereby shall be pursuant to the indemnification 
provisions contained in this Article X.

     SECTION 10.05. CERTAIN LIMITATIONS.  The liability of the Indemnifying 
Party to the Indemnified Party, as applicable, for claims under this 
Agreement shall be limited by the following:

     (a)    The amount of Losses otherwise recoverable under this Article X 
shall be reduced to the extent to which any Federal, state, local or foreign 
tax liabilities of the Indemnified Party is decreased by reason of any Loss 
in respect of which such Indemnified Party shall be entitled to indemnity 
under this Agreement.

     (b)    No Losses shall be recoverable by an Indemnified Party with 
respect to any matter which is covered by insurance or another source of 
indemnification, to the extent proceeds of such insurance or other third 
party indemnitor are paid net of any costs incurred in connection with the 
collection thereof, the Indemnified Party hereby agreeing to seek all 
reasonable remedies against all applicable insurers or indeminitors prior to 
recovering any amounts hereunder.

     (c)    No Stockholder shall have any liability hereunder if the 
Effective Time shall not have occurred. If the Effective Time shall not have 
occurred, the maximum aggregate amount recoverable hereunder by all AirNet 
Indemnitees from the Company is $1,600,000, and the maximum aggregate amount 
recoverable hereunder by all Company Indemnitees from AirNet is $1,600,000.


                                      -42-
<PAGE>
                                       
                                  ARTICLE XI

                                MISCELLANEOUS

     SECTION 11.01. NOTICES.  All notices, requests and other communications 
to any party hereunder shall be in writing (including telecopy, telex or 
similar writing) and shall be given,

     if to AirNet or Merger Subsidiary, to:

            AirNet Systems, Inc.
            3939 International Gateway
            Columbus, OH  43219
            Attn.:  Eric P. Roy, Executive Vice President, 
                                 and Chief Financial Officer
            Telecopy: (614) 237-1915

     with a copy to:

            Ronald A. Robins, Jr.
            Vorys, Sater, Seymour and Pease LLP
            52 East Gay Street
            Columbus, OH  43215
            Telecopy: (614) 464-6350

     if to the Company or the Stockholders, to:

            Q International Courier, Inc.
            909 Third Avenue - 5th Floor
            New York, NY 10022-4731
            Attn.: Robert Mitzman, President
            Telecopy: (212) 317-1041

     with a copy to:

            Kenneth E. Adelsberg
            Winthrop, Stimson, Putnam & Roberts
            One Battery Park Plaza
            New York, NY 10004-1490
            Telecopy: (212) 858-1500

or such other address or telecopy number as such party may hereafter specify 
for the purpose of notice to the other parties hereto.  Each such notice, 
request or other communication shall be effective (i) if given by telecopy, 
when such telecopy is transmitted to the telecopy number specified in this 
Section 11.01 and the appropriate confirmation is received or (ii) if given 
by any other means, when delivered at the address specified in this Section.

                                      -43-
<PAGE>

     SECTION 11.02. AMENDMENTS; NO WAIVERS.  (a) Any provision of this 
Agreement may be amended or waived prior to the Effective Time if, and only 
if, such amendment or waiver is in writing and signed, in the case of an 
amendment, by the Company, AirNet, Merger Subsidiary and the holders of a 
majority of the outstanding shares of the Company's capital stock or in the 
case of a waiver, by the party against whom the waiver is to be effective; 
PROVIDED that no such amendment or waiver shall, without the further approval 
of such Stockholders, alter or change (i) the amount or kind of consideration 
to be received in exchange for any shares of capital stock of the Company 
except to the extent provided herein, (ii) any term of the articles of 
incorporation of the Surviving Corporation or (iii) any of the terms or 
conditions of this Agreement if such alteration or change would materially 
adversely affect the holders of any shares of capital stock of the Company 
and PROVIDED, FURTHER, that after the adoption of this Agreement by the 
shareholders of AirNet, no such amendment or waiver shall, without the 
further approval of such shareholders, alter or change (i) the amount or kind 
of consideration to be received in exchange for any shares of capital stock 
of the Company except to the extent provided herein, (ii) any term of the 
articles of incorporation of the Surviving Corporation or (iii) any of the 
terms or conditions of this Agreement if such alteration or change would 
materially adversely affect the holders of any shares of capital stock of 
AirNet.

     (b)    No failure or delay by any party in exercising any right, power 
or privilege hereunder shall operate as a waiver thereof nor shall any single 
or partial exercise thereof preclude any other or further exercise thereof or 
the exercise of any other right, power or privilege.  The rights and remedies 
herein provided shall be cumulative and not exclusive of any rights or 
remedies provided by law.

     SECTION 11.03. EXPENSES; TAXES.  (a) All costs and expenses incurred in 
connection with this Agreement shall be paid by the party incurring such cost 
or expense. Notwithstanding the foregoing, all applicable sales, use or 
transfer taxes, if any, and all capital gains or income taxes of any of the 
Stockholders or the Company, in each case that may be due and payable as a 
result of the Merger or the transactions contemplated by this Agreement, 
whether levied on the Company, any of the Stockholders, AirNet or Merger 
Subsidiary, shall be borne by the Person who is statutorily responsible 
therefor.

     (b)    AirNet agrees to pay the Company in immediately available funds 
by wire transfer an amount equal to $1,600,000 promptly, but in no event 
later than two business days, after the termination of this Agreement by the 
Company pursuant to Section 9.01(c)(i) or Section 9.01(e) as a result of 
AirNet having consummated, or agreed in writing to consummate, an AirNet 
Acquisition Proposal; PROVIDED, HOWEVER, that AirNet shall not be obligated 
to pay such amount if, immediately prior to the time such amount would 
otherwise be payable, (i) the condition set forth in Section 8.02(a) would 
not have been satisfied, (ii) this Agreement shall have been terminated 
pursuant to Section 9.01(a) or (iii) this Agreement was terminated by AirNet 
pursuant to Section 9.01(b). Notwithstanding anything to the contrary herein, 
the amount payable pursuant to this Section 11.03(b) shall constitute the 
Company's and the Stockholders' exclusive remedy for any breach by AirNet of 
Section 6.03.

                                      -44-
<PAGE>

     SECTION 11.04. HEADINGS. The headings contained in this Agreement are 
for reference purposes only and shall not affect in any way the meaning or 
interpretation of this Agreement.

     SECTION 11.05. SEVERABILITY.  If any term or other provision of this 
Agreement is invalid, illegal or incapable of being enforced by any rule of 
law or public policy, all other conditions and provisions of this Agreement 
shall nevertheless remain in full force and effect so long as the economic or 
legal substance of the transactions contemplated hereby is not affected in 
any manner materially adverse to any party.  Upon such determination that any 
term or other provision is invalid, illegal or incapable of being enforced, 
the parties hereto shall negotiate in good faith to modify this Agreement so 
as to effect the original intent of the parties as closely as possible to the 
fullest extent permitted by applicable law in an acceptable manner to the end 
that the transactions contemplated hereby are fulfilled to the extent 
possible.

     SECTION 11.06. ENTIRE AGREEMENT; COMPANY DISCLOSURE SCHEDULE.  (a) This 
Agreement (together with the exhibits and annexes, the Company Disclosure 
Schedule and the other documents delivered pursuant hereto) and the 
confidentiality agreement between the Company and AirNet constitute the 
entire agreement of the parties and supersede all prior agreements and 
undertakings, both written and oral, among the parties, or any of them, with 
respect to the subject matter hereof.

     (b)    Notwithstanding anything to the contrary contained herein or in 
the Company Disclosure Schedule, any information disclosed in one schedule of 
the Company Disclosure Schedule shall be deemed to be disclosed for purposes 
of all schedules of the Company Disclosure Schedule. Certain information set 
forth in the Company Disclosure Schedule may be included solely for 
informational purposes and may not be required to be disclosed pursuant to 
this Agreement. the disclosure of any information in the Company Disclosure 
Schedule shall not be deemed to constitute an acknowledgement that such 
information is required to be disclosed in connection with the 
representations and warranties made by the Company in this Agreement or that 
it is material, nor shall such informaton be deemed to establish a standard 
for materiality for purposes hereof.

     SECTION 11.07. SUCCESSORS AND ASSIGNS.  The provisions of this Agreement 
shall be binding upon and inure to the benefit of the parties hereto and 
their respective successors and assigns, PROVIDED that no party may assign, 
delegate or otherwise transfer any of its rights or obligations under this 
Agreement without the written consent of the other parties; PROVIDED, 
FURTHER, that AirNet or Merger Subsidiary may assign their respective rights, 
but not their obligations, under this Agreement to a wholly-owned Subsidiary 
of AirNet.

     SECTION 11.08. GOVERNING LAW.  This Agreement shall be construed in 
accordance with and governed by the law of the State of Ohio.

     SECTION 11.09. COUNTERPARTS; EFFECTIVENESS.  This Agreement may be signed
in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument. 
This Agreement shall become 

                                      -45-
<PAGE>

effective when each party hereto shall have received counterparts hereof 
signed by all of the other parties hereto.

                             [signature page to follow]

                                      -46-
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
duly executed by their respective authorized officers as of the day and year 
first above written.

                              THE COMPANY:
                              
                              Q INTERNATIONAL COURIER, INC.
                                 
                                   
                              By: /s/ Robert Mitzman
                                 ---------------------------------------------
                                   Robert Mitzman
                                   President and Chief Executive Officer
                              
                              
                              SHAREHOLDERS:
                              
                                   /s/ Robert J. Mitzman
                                 ---------------------------------------------
                                   ROBERT J. MITZMAN

                                   /s/ Dominique Brown
                                 ---------------------------------------------
                                   DOMINIQUE BROWN

                                   /s/ Glenn Smoak
                                 ---------------------------------------------
                                   GLENN SMOAK

                                   /s/ Karl Daigle
                                 ---------------------------------------------
                                   KARL DAIGLE

                                   /s/ Ed McNally
                                 ---------------------------------------------
                                   ED MCNALLY

                                   /s/ Tomas Miguens
                                 ---------------------------------------------
                                   TOMAS MIGUENS

                              
                                      -47-



<PAGE>

                              AIRNET:
                              
                              AIRNET SYSTEMS, INC.
                              
                              
                              By:  /s/ Gerald G. Mercer
                                 ----------------------------------------
                                 Gerald G. Mercer
                                 President and Chief Executive Officer
                              
                              MERGER SUBSIDIARY:
                              
                              Q ACQUISITION CORPORATION, an Ohio corporation
                              
                              
                              By:  /s/ Gerald G. Mercer
                                 ----------------------------------------
                                   Gerald G. Mercer
                                   President
                              
Acknowledged & Agreed:

/s/ Gerald G. Mercer
-----------------------------
Gerald G. Mercer


                                      -48-
<PAGE>

<TABLE>
<CAPTION>
                                           List of Annexes and Exhibit to
                                            Agreement and Plan of Merger,
                                             dated as of April 14, 1998,
                                         among Q International Courier, Inc.,
                                         the stockholders of Q International
                                         Courier, Inc., AirNet Systems, Inc.
                                               and Q Acquisition Company     
                                        -------------------------------------

Annex
-----
<S>                                     <C>
A                                       Allocation of Merger Consideration*

B-1                                     Employment Agreement between AirNet
                                        Systems, Inc. and Robert J. Mitzman

B-2                                     Employment Agreement between Q
                                        International Courier, Inc. and
                                        Dominique Brown*

B-3                                     Employment Agreement between Q
                                        International Courier, Inc. and Glenn R.
                                        Smoak*

C                                       Herndon Lease Amendment*

D                                       Form of Registration Rights Agreement


Exhibit
-------

1.05                                    Form of Escrow Agreement
</TABLE>

----------------

*These Annexes are not being filed herewith.  AirNet Systems, Inc. agrees to 
furnish supplementally a copy of any omitted Annex to the Securities and 
Exchange Commission upon request.

<PAGE>
                                                                  ANNEX B-1
                                                            [EXECUTION COPY]
                                          
                                       
                             EMPLOYMENT AGREEMENT
                                          
                                          
     THIS AGREEMENT, dated April 14, 1998, by and between AIRNET SYSTEMS, 
INC., an Ohio corporation (including for purposes of this Agreement its 
subsidiaries and affiliates, including, but not limited to, the Surviving 
Corporation, the "Company") and ROBERT J. MITZMAN (the "Employee").

                              W I T N E S S E T H
                                        
     WHEREAS, the Company, Q Acquisition Company, an Ohio corporation and a 
direct, wholly-owned subsidiary of the Company (the "Merger Subsidiary"), and 
Q International Courier, Inc., a New York Corporation ("Quick"), have entered 
into an Agreement and Plan of Merger dated as of April 14, 1998 (the "Merger 
Agreement"), pursuant to which the Merger Subsidiary will merge with and into 
Quick as of the Effective Time;

     WHEREAS, the Employee is a stockholder and an employee of Quick and has 
considerable knowledge of Quick's business, clients and operations;

     WHEREAS, the Company desires to employ the Employee to perform certain
management functions for the Company at and after the Effective Time;

     WHEREAS, the Company and the Employee desire to enter into an employment
agreement to establish the rights and obligations of the Employee and the
Company in such employment relationship; and

     WHEREAS, the Company and the Employee have agreed to enter into this
Agreement as a condition to the execution and consummation of the Merger
Agreement; 

     NOW THEREFORE, in consideration of the mutual covenants herein contained,
the Company and the Employee hereby mutually agree as follows:

     1.     EMPLOYMENT AND DUTIES.  Effective as of the Effective Time, the 
Company agrees to employ the Employee, and the Employee agrees to accept 
employment with the Company, upon the terms and conditions hereinafter set 
forth. The Employee shall serve as (i) an Executive Vice President of the 
Company, in charge of sales and marketing, and (ii) President of the 
Surviving Corporation.  In such capacities, the Employee shall report 
directly to the Chief Executive Officer of the Company and shall be 
responsible for the duties and responsibilities relating to the marketing and 
sales of the Company's services and products, as the Chief Executive Officer 
and/or the Board of Directors of the Company shall reasonably determine. In 
addition, the Employee shall perform such other duties related to the 
business of the Company and consistent with his title and salary as may from 
time to time be reasonably requested of him by the Company's Board of 
Directors.  The Employee shall devote substantially all of his skills, time 
and attention solely and exclusively to said positions and in furtherance of 
the business and interests of the Company.

<PAGE>

     2.     TERM OF EMPLOYMENT.  This Agreement shall be effective upon 
execution by both parties. The term of employment shall begin as of the 
Effective Time and shall continue through the five-year period ending on the 
day before the fifth anniversary date of the Effective Time, subject, 
however, to prior termination, as herein provided (the "Term of Employment"). 
Notwithstanding anything in this Agreement to the contrary, this Agreement 
shall terminate without liability by either party hereunder in the event that 
the Merger Agreement  is terminated prior to the Effective Time pursuant to 
the terms thereof.

     3.     COMPENSATION. Commencing at the Effective Date and extending 
through the Term of Employment, the Employee shall receive an annual base 
salary of Two Hundred Eighty-Five Thousand Dollars ($285,000) (the "Base 
Salary"). The Employee shall also be entitled to participate, on a reasonably 
commensurate basis, in any bonus plan currently existing or hereinafter 
established by the Compensation Committee of the Board of Directors of the 
Company (or any comparable committee of the Board of Directors), applicable 
to similarly situated executive officers of the Company (the "Bonus").  The 
Company shall pay the Base Salary to the Employee in equal installments in 
accordance with the Company's regular payroll practices.  The Company shall 
pay the Bonus, if any, to the Employee according to the policies established 
by the Compensation Committee of the Board of Directors of the Company and 
applicable to other executive officers of the Company.

     4.     FRINGE BENEFITS.  The Company shall further provide the Employee 
with all health and life insurance coverages, sick leave and disability 
programs, tax-qualified retirement plans, paid holidays and vacations, 
perquisites, and such other fringe benefits of employment as the Company may 
provide from time to time to similarly situated executive officers of the 
Company.

     5.     REIMBURSEMENT.  The Company shall reimburse the Employee for all 
reasonable expenses incurred by the Employee in performing services 
hereunder, including all reasonable expenses of travel and living expenses 
while away from home on business or at the request of and in the service of 
the Company, provided that such expenses are incurred and accounted for in 
accordance with the policies and procedures established by the Company.

     6.     TERMINATION OF EMPLOYMENT.

     (a)    TERMINATION OF EMPLOYMENT OTHER THAN BY EMPLOYEE.  The Employee's 
employment hereunder may be terminated by the Company without any breach of 
this Agreement only under the following circumstances:

            (1)    DEATH OR DISABILITY.  The Employee's employment hereunder 
     shall terminate upon his death, and may be terminated by the Company in 
     the event of his Disability. For purposes of this Agreement, "Disability" 
     means the inability of the Employee due to illness, accident, or otherwise,
     to perform the essential duties required by this Agreement for a period of
     at least one hundred twenty (120) days, as determined by an independent
     physician selected by the Company and reasonably acceptable to the Employee
     (or his legal representative), provided that the Employee does not return
     to work on a  full-time basis within thirty (30) days after Notice of
     Termination is given by the Company pursuant to the provisions of
     Paragraphs 6(c) and 6(d)(2). For purposes of 


                                       2
<PAGE>

     the foregoing, the Employee's return to work for periods of less than 
     thirty (30) days shall not be deemed to interrupt a period of one hundred
     twenty (120) days.

            (2)    CAUSE. The Company may terminate the Employees employment
     hereunder for Cause.  For purposes of this Agreement, the Company shall
     have "Cause" to terminate the Employee's employment hereunder only upon:

                   (A)  The Employee's substantial neglect to perform the 
          essential duties required by this Agreement up to the reasonable 
          expectations of the Board of Directors of the Company for thirty (30)
          days after reasonable notice of such neglect has been delivered to 
          the Employee.

                   (B)  Material breach by the Employee of his obligations 
          under this Agreement or any act or omission by the Employee 
          constituting gross negligence with respect to the Company and the 
          continuation of said material violation, act or omission for a period 
          of thirty (30) days after the delivery of written notice thereof from 
          the Company.

                   (C)  Indictment of the Employee of a felony or of a 
          misdemeanor involving dishonesty or fraud, as determined in good faith
          by the Board of Directors of the Company.

                   (D)  Indictment of the Employee of any crime involving moral
          turpitude, as determined in good faith by the Board of Directors of
          the Company.

                   (E)  Commission by the Employee of an act of fraud or bad 
          faith toward the Company.

                   (F)  Misappropriation by the Employee of any material amount
          of funds, property or rights of the Company.

     (b)  TERMINATION OF EMPLOYMENT BY EMPLOYEE.  The Employee may terminate 
his employment at any time with one hundred eighty (180) days written notice. 
However, the Employee shall be deemed to have terminated his employment for 
"Good Reason" only if he terminates his employment by giving Notice of 
Termination pursuant to Paragraphs 6(c) and 6(d)(3) within sixty (60) days 
after the Employee has actual notice of the occurrence of any of the 
following events (provided the Company does not cure such event on a 
retroactive basis to the extent possible within thirty (30) days following 
its receipt of the Employee's Notice of Termination):

            (1)    The Employee's title, position, authority or responsibilities
     (including reporting responsibilities and authority) are changed in a
     materially adverse manner.
     
            (2)    The Employee's base salary is materially reduced for any 
     reason other than in connection with the termination of his employment.
     

                                       3


<PAGE>

            (3)    For any reason other than in connection with the termination
     of the Employee's employment, the Company materially reduces any fringe
     benefit provided to the Employee under Paragraph 4 herein below the level
     of such fringe benefit provided generally to other similarly situated
     executive officers of the Company, unless the Company agrees to fully
     compensate the Employee for any such material reduction.
     
            (4)    A change in the Employee's principal place of employment 
     without the Employee's prior consent to outside the five boroughs of the 
     City of New York.
     
            (5)    The Company otherwise materially breaches, or is unable to
     perform its obligations under this Agreement.

     (c)    NOTICE OF TERMINATION.  Any termination of the Employee's 
employment by the Company hereunder, or by the Employee other than 
termination upon the Employee's death, shall be communicated by written 
Notice of Termination to the other party. For purposes of this Agreement, a 
"Notice of Termination" means a notice that shall indicate the specific 
termination provision relied upon in this Agreement, and shall set forth in 
reasonable detail the facts and circumstances claimed to provide a basis for 
termination of the Employee's employment under the specified provision or 
provisions.

     (d)    DATE OF TERMINATION.  "Date of Termination" means:

            (1)    If the Employee's employment is terminated by his death, the
     date of his death.

            (2)    If the Employee's employment is terminated by the Company 
     as a result of Disability pursuant to Paragraph 6(a)(1), the date that is 
     thirty (30) days after Notice of Termination is given; PROVIDED the 
     Employee shall not have returned to the performance of his duties on a 
     full-time basis during such thirty (30) day period.

            (3)    If the Employee terminates his employment for Good Reason
     pursuant to Paragraph 6(b), the date that is one hundred eighty (180) days
     after Notice of Termination is given (provided that the Company does not
     cure such event during the one hundred eighty (180) day period); PROVIDED,
     in the sole discretion of the Company, such date may be any earlier date
     after Notice of Termination is given.

            (4)    If the Employee terminates his employment other than for Good
     Reason, the date that is one hundred eighty (180) days after Notice of
     Termination is given; PROVIDED, in the sole discretion of the Company, such
     date may be any earlier date after Notice of Termination is given.

            (5)    If the Employee's employment is terminated by the Company 
     either for Cause pursuant to Paragraph 6(a)(2) or other than for Cause, 
     the date on which the Notice of Termination is given.


                                       4
<PAGE>

     7.     AMOUNTS PAYABLE UPON TERMINATION OF EMPLOYMENT OR DURING DISABILITY.

     (a)    DEATH.  If the Employee's employment is terminated by his death, 
the Employee's beneficiary, as designated by the Employee in writing with the 
Company prior to his death, shall be entitled to the following payments and 
benefits:  (i) any Base Salary that is accrued but unpaid, any Bonus that is 
accrued but unpaid, any vacation that is accrued but unused, and any business 
expenses that are not reimbursed -- all, as of the Date of Termination; and 
(ii) any benefit following termination of employment which may be provided 
under the fringe benefit plans, policies and programs described in Paragraph 
4.  In the absence of beneficiary designation by the Employee, or, if the 
Employee's designated beneficiary does not survive the Employee, benefits 
described in this Paragraph 7(a) shall be paid to the Employee's estate.

     (b)    DISABILITY.

            (1)    During any period that the Employee fails to perform his 
     duties hereunder as a result of incapacity due to physical or mental 
     illness ("Disability Period"), the Employee shall continue to receive his 
     Base Salary at the rate then in effect for such period until his employment
     is terminated pursuant to Paragraph 6(a)(1); PROVIDED, HOWEVER, that 
     payments of Base Salary so made to the Employee shall be reduced by the sum
     of the amounts, if any, that were payable to the Employee at or before the 
     time of any such salary payment under any disability benefit plan or plans 
     of the Company and that were not previously applied to reduce any payment 
     of Base Salary; and

            (2)    Upon his termination of employment because of Disability (as
     described in Paragraph 6(a)(1)), the Employee shall be entitled to the
     payments and benefits described in Paragraph 7(a) as if the Employee had
     died on his Date of Termination. In the event of the Employee's death prior
     to the time that all payments described in Paragraph 7(a) have been
     completed, such payments and benefits shall be paid to the Employee's
     beneficiary as designated pursuant to Paragraph 7(a), or, in the absence of
     a beneficiary designation or the designated beneficiary does not survive
     the Employee, to the Employee's estate.

     (c)    TERMINATION BY COMPANY WITHOUT CAUSE OR TERMINATION BY EMPLOYEE FOR
GOOD REASON.  In the event the Company terminates the Employee's employment
without Cause or the Employee terminates his employment for Good Reason before
the expiration of the Term of Employment, including any extension thereof, the
Employee shall be entitled to the following payments and benefits:

            (1)    Those described in Paragraph 7(a) as if the Employee had 
     died on his Date of Termination;

            (2)    Employee's Base Salary then in effect from and after the 
     Date of Termination through the date one (1) year after the Date of 
     Termination (the "Severance Period"), less all applicable payroll 
     deductions, including deductions for federal, state, local and Social 
     Security taxes. The payments set forth in this Paragraph 7(c)(2) shall be
     paid in accordance with the provisions of Paragraph 3 and shall be deemed 
     to include all accrued vacation pay and all accrued sick days, such that 
     the Company shall have no further obligation to provide sick pay or 
     vacation pay to the Employee; and


                                       5
<PAGE>

            (3)    During the Severance Period, payment of any benefit of 
     employment which may be provided under the fringe benefit plans, policies
     and programs described in Paragraph 4 (other than vacation pay) on the same
     basis as if the Employee were still employed by the Company.

     (d)    TERMINATION BY EMPLOYEE OTHER THAN FOR GOOD REASON OR TERMINATION BY
COMPANY FOR CAUSE.  In the event that the Employee terminates his employment
other than for Good Reason or the Company terminates his employment for Cause,
the Employee shall not be entitled to any compensation except as set forth
below:

            (1)    Any Base Salary or bonus that is accrued but unpaid, any 
     vacation that is accrued but unused, and any business expenses that are not
     reimbursed -- all, as of the Date of Termination; and

            (2)    Any other rights and benefits (if any) provided under plans 
     and programs of the Company (excluding any bonus plan or program), 
     determined in accordance with the applicable terms and provisions of such 
     plans and programs.

     8.     NONEXCLUSIVITY OF RIGHTS.  Nothing in this Agreement shall 
prevent or limit the Employee's continuing or future participation in any 
incentive, fringe benefit, deferred compensation, or other plan or program 
provided by the Company and for which the Employee may qualify, nor shall 
anything herein limit or otherwise affect such rights as the Employee may 
have under any other agreements with the Company. Amounts that are vested 
benefits or that the Employee is otherwise entitled to receive under any plan 
or program of the Company at or after the Date of Termination, shall be 
payable in accordance with such plan or program.

     9.     NON-SOLICITATION OF CUSTOMERS AND EMPLOYEES AND COVENANT NOT TO
COMPETE.  

     (A)    Except with the prior written consent of the Company, during the 
Term of Employment and for a period of three (3) years immediately following 
the termination of the Employee's employment with the Company under this 
Agreement, the Employee shall not, directly or indirectly for the benefit of 
the Employee or others, either as principal, agent, manager, consultant, 
partner, owner (in the case of any publicly traded company, of more than 10% 
of the outstanding voting stock of such company), employee, distributor, 
dealer, representative, joint venturer, creditor or otherwise, engage in any 
work involving any of the following: (i) any activity in the expedited 
delivery and distribution industry which competes with any service or product 
of the Company at the Date of Termination; (ii) the promotion, solicitation 
or attempt to solicit, license or sell, in any geographic area where the 
Company or its successor in interest conducts business, of any service or 
product in competition with the services or products of the Company at the 
Date of Termination; (iii) the solicitation, attempt to solicit, management, 
maintenance, sale or license of any service or product in competition with 
the services or products of the Company at the Date of Termination to any 
business which was a customer of the Company during the one year period 
immediately preceding the cessation of the Employee's employment with the 
Company; and (iv) the disclosure to any person of the names of any of the 
customers of the Company or any other information pertaining to them unless 
such information can be obtained from public sources.  For the purposes of 
this Agreement, the term "customer" means all current 


                                       6
<PAGE>

customers of the Company as of the Date of Termination and any person who has 
been a customer within one year of the Date of Termination.

     (B)    NON-SOLICITATION OF EMPLOYEES.     During the Term of Employment 
and for a period of three (3) years immediately following the termination of 
the Employee's employment with the Company under this Agreement, the Employee 
shall not, either directly or indirectly, do any of the following:  (i)  
solicit to hire or hire any current or past employee of the Company; (ii) 
solicit to hire or hire or employ in any fashion any consultant or other 
person used by the Company; or (iii) participate as a shareholder (in the 
case of any publicly traded company, owning more than 10% of the outstanding 
voting stock of such company), partner, joint venturer, officer, director, 
employee, agent, solicitor, distributor, dealer or representative, or have 
any direct or indirect financial interest (including without limitation the 
interest of a creditor) with any person who solicits to hire or hires any 
current or past employee of the Company and who engages in any activity in 
the expedited delivery and distribution industry which competes with any 
service or product of the Company at the Date of Termination.

     (C)    The Employee acknowledges that the business of the Company is 
international in scope and this international scope is the reason for the 
geographic scope and/or duration of the restrictions on competition and 
solicitation provided in this Paragraph 9.  Satisfaction of the three (3) 
year periods described in this Paragraph 9 shall be suspended during the time 
of any activity of the Employee prohibited by this Paragraph 9. In the event 
a court grants injunctive relief to the Company for a failure of the Employee 
to comply with the provisions contained in Paragraph 9 hereof, the 
noncompetition period shall commence anew with the date such relief is 
granted.  

     The restrictions provided in this Paragraph 9 may be enforced by the 
Company, by an action at law, or in equity, including but not limited to, an 
action for injunction and/or an action for damages. The provisions of this 
Paragraph 9 constitute an essential element of this Agreement and the Merger 
Agreement, without which the Agreement and Merger Agreement would not have 
been affected by the Company.  The provisions of this Paragraph 9 shall 
survive the termination of any other obligations of the Employee under this 
Agreement for a period necessary to enforce its provisions. If the scope of 
any restriction contained in this Paragraph 9 is too broad to permit 
enforcement of such restriction to its fullest extent, then such restriction 
shall be enforced to the maximum extent permitted by law and the Employee 
hereby consents and agrees that such scope may be judicially modified in any 
proceeding brought to enforce such restriction.

     10.    PROPRIETARY RIGHTS AND PROTECTION OF COMPANY'S BUSINESS.

     (A)    PROPRIETARY AND CONFIDENTIAL INFORMATION.  As used throughout 
this Agreement, the term "Proprietary Information" means any information 
acquired by the Employee during or as a result of past, present or future 
employment by the Company, including information conceived, discovered or 
developed by the Employee, which is not in the public domain and which 
relates to the business or contemplated businesses of the Company, whether 
such information is patentable or unpatentable, copyrightable or 
uncopyrightable, which falls into two general categories. The first category 
is information which may have intrinsic value and may be considered to be an 
asset of the Company (the "Class I Proprietary Information") and the second 
category is information relating to matters of a business nature (the "Class 
II Proprietary Information"). By way of example, Class I Proprietary 
Information would include: inventions, information of a technical 


                                       7
<PAGE>

nature such as trade secrets, "know-how," innovations, discoveries, formulae, 
research projects, software, source codes, object codes, software 
architecture, flow charts, software documentation, decision tables, test 
data, conversion programs, technical writings and confidential information of 
other parties which are provided to the Company by any agreement under which 
the Company has obligations to protect the confidentiality of same. Class II 
Proprietary Information would include matters of a business nature such as 
customer lists, customer and supplier and marketing representative contracts, 
customer and supplier and marketing representatives requirements and 
preferences, costs, prices or license fees or maintenance fees or other 
financial information such as sales, profits, expenses, financial 
projections, financial goals, local, state and federal tax returns, 
litigation and compensation, personnel data, business plans and market 
research. The Employee acknowledges that he will have access to and become 
familiar with this Proprietary Information and that such Proprietary 
Information is very valuable to the Company.  The Employee agrees not to 
disclose any of the Proprietary Information directly or indirectly to any 
person nor use it in any way, either during the Term of Employment or any 
time thereafter.  Except as required in the course of his employment pursuant 
to this Agreement.  All the Proprietary Information shall remain the 
exclusive property of the Company; and any Proprietary Information in the 
possession of the Employee at the end of the Term of Employment shall be 
returned to the Company.  Notwithstanding the foregoing, information shall 
not be deemed to be Proprietary Information if it: (i) is or becomes known 
through no fault of the Employee to a third party; (ii) is learned by the 
Employee following his termination of employment; (iii) is or hereafter 
becomes a part of the public domain other than through any breach of this 
Agreement by the Employee or (iv) is owned directly by the Employee.  

     The restricted period during which the restrictions of this Paragraph 10 
shall bind the Employee shall vary depending upon whether the information is 
Class I Proprietary Information or Class II Proprietary Information.  The 
Employee shall have a perpetual obligation to keep Class I Proprietary 
Information confidential, or, in the case of information of other parties, 
for so long as the Company has an obligation to keep such information 
confidential, and acknowledges that the ownership of Class I Proprietary 
Information  inures solely to the Company. The Employee shall have an 
obligation for three (3) years after the termination of employment to keep 
Class II Proprietary Information confidential.

     11.    ASSIGNMENT AND SURVIVORSHIP OF BENEFITS. Neither party shall have 
the right to assign its rights or obligations under this Agreement to any 
third party without the prior written consent of the other party hereto, 
which shall not be unreasonably delayed or withheld.

     12.    NOTICES.  Any notices given to either party to this Agreement 
shall be in writing, and shall be deemed to have been given when delivered 
personally or sent by certified mail, postage prepaid, return receipt 
requested, when the return receipt is signed, duly addressed to the party 
concerned, at the address indicated below or to such changed address as such 
party may subsequently give notice of: 


                                       8


<PAGE>

     If to the Company:

            AirNet Systems, Inc.
            3939 International Gateway
            Columbus, Ohio 43219
            Attn:  Eric P. Roy, Executive Vice President 
                                and Chief Financial Officer
     

            If to the Employee:

          
            Robert J. Mitzman
            Quick International Courier, Inc.
            909 Third Avenue -- 5th Floor
            New York, New York 10022-4731


     13.  TAXES.  Anything in this Agreement to the contrary notwithstanding, 
all payments required to be made hereunder by the Company to the Employee 
shall be subject to withholding of such amounts as the Company may reasonably 
determine that it should withhold pursuant to any applicable law or 
regulations. In lieu of withholding such amounts, in whole or in part, 
however, the Company may, in its sole discretion, accept other provision for 
payment of taxes, provided that it is satisfied that all requirements of the 
law affecting its responsibilities to withhold such taxes have been satisfied.

     
     14.  GOVERNING LAW/CAPTIONS/SEVERANCE.  This Agreement shall be 
construed in accordance with, and pursuant to, the laws of the State of Ohio. 
The captions of this Agreement shall not be part of the provisions hereof, 
and shall have no force or effect. The invalidity or unenforceability of any 
provision of this Agreement shall not affect the validity or enforceability 
of any other provision of this Agreement. Except as otherwise specifically 
provided in this Paragraph 14, the failure of either party to insist in any 
instance on the strict performance of any provision of this  Agreement or to 
exercise any right hereunder shall not constitute a waiver of such provision 
or right in any other instance.

     
     15.  ENTIRE AGREEMENT/AMENDMENT.  This instrument contains the entire 
agreement of the parties, relating to the subject matter hereof, and the 
parties have made no agreement, representations, or warranties relating to 
the subject matter hereof, that are not set forth herein.  This Agreement may 
be amended at any time by written agreement of both parties, but it shall not 
be amended by oral agreement.

     16.  DEFINITIONS.  Capitalized terms used herein without definition 
shall have the meanings ascribed thereto in the Merger Agreement.

                             [signature page to follow]

                                       9
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement on the date 
first above written.
                                          

                                        AIRNET SYSTEMS, INC.


                                        By:  /s/ Gerald G. Mercer
                                            -------------------------------
                                            Gerald G. Mercer
                                            Chief Executive Officer
     

                                        EMPLOYEE:

                                          /s/ Robert J. Mitzman
                                        -----------------------------
                                        Robert J. Mitzman

                                      10
<PAGE>

                                                                      ANNEX D


                           REGISTRATION RIGHTS AGREEMENT


     REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of __________, 
1998, by and among ROBERT J. MITZMAN, DOMINIQUE BROWN, KARL DAIGLE, GLENN 
SMOAK, TOMAS MIGUENS and ED MCNALLY (the "Stockholders") and AIRNET SYSTEMS, 
INC., an Ohio corporation ("AirNet").

     WHEREAS, the parties hereto have entered into an Agreement and Plan of 
Merger dated as of April 14, 1998 (the "Merger Agreement"), by and among Q 
International Courier, Inc., a New York corporation, the Stockholders, AirNet 
and Q Acquisition Company, an Ohio corporation and a direct, wholly-owned 
subsidiary of AirNet; and

     WHEREAS, pursuant to the Merger Agreement, AirNet has agreed to enter 
into this Agreement as a condition to the performance of AirNet and the 
Stockholders thereunder.

     NOW, THEREFORE, in consideration of the foregoing and the respective 
representations, warranties, covenants and agreements set forth in this 
Agreement, the parties hereto agree as follows:

     SECTION 1.  DEFINITIONS.  As used in this Agreement, the following terms 
have the meanings indicated below or in the referenced sections of this 
Agreement:

     "Affiliate Securities": Common Shares beneficially owned by any 
executive officer, director of other affiliate of AirNet, other than any 
Stockholder.

     "Common Shares":  AirNet's common shares, $.01 par value per share, as 
the same may be constituted from time to time.

     "Exchange Act":  The Securities Exchange Act of 1934, as amended, and 
the rules and regulations thereunder.

     "Person":  An individual, a partnership, a corporation, a limited 
liability company, an association, a joint stock company, a trust, a joint 
venture, an unincorporated organization and a government entity or any 
department, agency, or political subdivision thereof.

     "Piggyback Registration":  As defined in SECTION 3(a) hereof.

     "Registrable Securities": Any Common Shares acquired by a Stockholder 
pursuant to the Merger Agreement, together with any additional Common Shares 
that a Stockholder may acquire on account of such Common Shares, including 
without limitation, as the result of any dividend or other distribution of 
Common Shares, any split-up of such Common Shares, or in accordance with a 
recapitalization, merger, consolidation or other reorganization with respect 
to any such Common 

<PAGE>

Shares; PROVIDED, that a Registrable Security ceases to be a Registrable 
Security when (i) it is registered under the Securities Act and disposed of 
in accordance with the registration statement covering it; (ii) it is sold or 
transferred in accordance with the requirements of Rule 144 (or similar 
provisions then in effect) promulgated by the SEC under the Securities Act 
("Rule 144"); or (iii) it becomes eligible to be sold or transferred in 
accordance subsection (k) of Rule 144(k).

     "Registration Expenses":  As defined in SECTION 5 hereof.

     "SEC":  The United States Securities and Exchange Commission.

     "Securities Act":  The Securities Act of 1933, as amended, and the rules 
and regulations thereunder.

     "Underwritten registration" or "underwritten offering":  A registration 
in which securities of AirNet are sold pursuant to a firm commitment 
underwriting.

     SECTION 2.  SECURITIES SUBJECT TO THIS AGREEMENT.

     (a)  HOLDERS OF REGISTRABLE SECURITIES.  A Person is deemed to be a 
holder of Registrable Securities whenever that Person owns, directly or 
beneficially, or has the right to acquire Registrable Securities, 
disregarding any legal restrictions upon the exercise of that right.

     (b)  MAJORITY OF REGISTRABLE SECURITIES.  As used in this Agreement, the 
term "majority of the Registrable Securities" means 51% or more of the 
Registrable Securities being registered unless the context indicates that it 
is 51% or more of the Registrable Securities then issued and outstanding.

     SECTION 3.  PIGGYBACK REGISTRATIONS.

     (a)  RIGHT TO PIGGYBACK.  Subject to SECTION 3(g), whenever AirNet 
proposes to register any of its securities under the Securities Act (except 
for the registration of securities to be offered pursuant to an employee 
benefit plan on Form S-8, pursuant to a registration made on Form S-4 or any 
successor forms then in effect) and the registration form to be used may be 
used for the registration of the Registrable Securities (a "Piggyback 
Registration"), it will so notify in writing all holders of Registrable 
Securities not later than 30 days prior to the anticipated filing date. 
Subject to the provisions of SECTIONS 3(c), 3(d) and 3(g), AirNet will 
include in the Piggyback Registration all Registrable Securities, on a pro 
rata basis based upon the total number of outstanding Common Shares on a 
fully diluted basis, with respect to which AirNet has received written 
requests for inclusion within five business days after the applicable 
holder's receipt of AirNet's notice. The holders of Registrable Securities 
may withdraw all or any part of the Registrable Securities from a Piggyback 
Registration at any time before ten business days prior to the effective date 
of the Piggyback Registration. AirNet, the holders of Registrable Securities 
and any Person who hereafter becomes entitled to register its securities in a 
registration initiated by AirNet must sell their securities on the same terms 
and conditions.

                                      -2-
<PAGE>

     (b)  PIGGYBACK EXPENSES.  AirNet shall pay to, or on behalf of, the 
holders of the Registrable Securities included in a Piggyback Registration 
all Registration Expenses of those holders (except to the extent prohibited 
by applicable state securities laws).

     (c)  PRIORITY ON PRIMARY REGISTRATIONS.  If a Piggyback Registration is 
an underwritten primary registration on behalf of AirNet and the managing 
underwriter gives AirNet its written opinion that the total number or dollar 
amount of securities requested to be included in the registration exceeds the 
number or dollar amount of securities that can reasonably be sold, AirNet 
will include the securities in the registration in the following order of 
priority: first, all securities AirNet proposes to sell; second, up to the 
full number or dollar amount of Registrable Securities and Affiliate 
Securities requested to be included in the registration (allocated on a pro 
rata basis, based upon the total number of outstanding Common Shares on a 
fully diluted basis, among the holders of Registrable Securities and the 
holders of Affiliate Securities); and third, any other securities (provided 
they are of the same class as the securities sold by AirNet) requested to be 
included, allocated among the holders of the securities in such proportions 
as AirNet and those holders may agree. In the event that the managing 
underwriter advises AirNet that an underwriters' over-allotment option is 
necessary or advisable, the preceding priority shall apply to the 
determination of which securities are to be included in the primary portion 
of such registration as well as such over-allotment option.

     (d)  PRIORITY ON SECONDARY REGISTRATIONS.  If a Piggyback Registration 
is an underwritten secondary registration on behalf of holders of AirNet's 
securities who hereafter obtain registration rights from AirNet, and the 
managing underwriter gives AirNet its written opinion that the dollar amount 
or number of securities requested to be included in the registration exceeds 
the dollar amount or number of securities that can be sold, AirNet will 
include in the registration:  (1) to the extent of 50% of the number or 
dollar amount of securities other than Registrable Securities or Affiliate 
Securities that in the underwriter's opinion can be sold, the securities 
requested to be included in the registration, allocated among the holders of 
those securities in such proportions as AirNet and those holders may agree; 
and (2) to the extent of the balance, the Registrable Securities and 
Affiliate Securities requested to be included, allocated pro rata among the 
holders of Registrable Securities and Affiliate Securities on a pro rata 
basis, based upon the total number of outstanding Common Shares on a fully 
diluted basis. If, after including all of the Registrable Securities and 
Affiliate Securities that are sought to be registered, the underwriters 
determine that there are additional securities that can be sold, then 
securities other than Registrable Securities or Affiliate Securities may be 
added to the registration. In the event that the managing underwriter advises 
AirNet that an underwriters' over-allotment option is necessary or advisable, 
the preceding priority shall apply to the determination of which securities 
are to be included in the primary portion of such registration as well as 
such over-allotment option.

     (e)  SELECTION OF UNDERWRITERS.  If any Piggyback Registration is an 
underwritten offering, AirNet will select the investment banker(s) and 
manager(s) that will administer the offering and shall enter into a customary 
underwriting agreement with the investment banker(s) and manager(s).

                                      -3-

<PAGE>

     (f)    OTHER REGISTRATIONS.  AirNet agrees that after filing a 
registration statement with respect to Registrable Securities pursuant to 
this SECTION 3 that has not been withdrawn or abandoned, AirNet will not 
register any of its equity securities or securities convertible or 
exchangeable into or exercisable for its equity securities under the 
Securities Act, whether on its own behalf or at the request of any holder of 
those securities until at least 90 days have elapsed from the effective date 
of the previous registration. This 90 day hiatus does not apply to 
registrations of securities to be issued in connection with employee benefit 
plans or to permit exercise or conversions of previously issued options, 
warrants, or other convertible securities.

     (g)    LIMIT ON PIGGYBACK REGISTRATIONS. Notwithstanding anything to the 
contrary contained herein, the holders of Registrable Securities shall be 
entitled to participate in no more than two Piggyback Registrations 
hereunder; PROVIDED, that (i) any Piggyback Registration which has been 
withdrawn or abandoned by AirNet or (ii) any Piggyback Registration in which 
the Stockholders are not permitted to include the full number of Registrable 
Securities requested by such Stockholders to be included therein pursuant to 
the terms of this Section 3 shall not count as a Piggyback Registration for 
purposes of such limitation.

     SECTION 4. RESTRICTIONS ON PUBLIC SALE BY SECURITIES HOLDERS.  Each 
holder of Registrable Securities whose securities are included in a 
registration statement agrees not to make any public sale or distribution of 
equity securities of AirNet (except as part of the underwritten registration 
or pursuant to registration on Form S-8 or any successor form), including a 
sale pursuant to Rule 144, during the seven days prior to and the 90 days 
after the effective date of any underwritten Piggyback Registration unless 
the managing underwriters agree otherwise.  

     SECTION 5.  REGISTRATION EXPENSES.

     (a)    All Registration Expenses incident to AirNet's performance of or 
compliance with this Agreement shall be paid as provided in this Agreement.  
The term "Registration Expenses" includes without limitation all registration 
filing fees, professional fees and other expenses of compliance with federal, 
state and other securities laws (including fees and disbursements of counsel 
for the underwriters in connection with state or other securities law 
qualifications and registrations); printing expenses, messenger, telephone 
and delivery expenses; reasonable fees and disbursements of counsel for 
AirNet and for one counsel for the sellers of the Registrable Securities 
(subject to the provisions of SECTION 5(b)); reasonable fees and 
disbursements of all independent certified public accountants (including the 
expenses of any audit or "comfort" letters required by or incident to 
performance of the obligations contemplated by this Agreement); certain fees 
and expenses of the underwriters (excluding discounts and commissions); fees 
and expenses of any special experts retained by AirNet at the request of the 
managing underwriters in connection with the registration; fees and expenses 
of other Persons retained by AirNet in connection with the registration; and 
the fees and expenses incurred in connection with the listing of the 
securities to be registered on each securities exchange on which similar 
securities issued by AirNet are then listed.


                                      -4-
<PAGE>

     (b)    In connection with each registration for which AirNet is required 
to pay the Registration Expenses of the holders of Registrable Securities, 
AirNet will promptly reimburse those holders for the reasonable fees and 
disbursements of one law firm, selected by the holders of a majority of the 
Registrable Securities, to serve as counsel to all the holders.

     (c)    Each holder of securities included in any underwritten Piggyback 
Registration will pay any underwriting discounts and commissions allocable to 
the holder's securities so included.

     SECTION 6.  INDEMNIFICATION.

     (a)    INDEMNIFICATION BY COMPANY. In the event of any registration of 
Registrable Securities under the Securities Act pursuant to this Agreement, 
to the fullest extent permitted by law, AirNet agrees to indemnify each 
holder of Registrable Securities, its officers and directors, and each Person 
who controls the holder (within the meaning of the Securities Act and the 
Exchange Act) against all losses, claims, damages, liabilities and expenses 
caused by any untrue or allegedly untrue statement of material fact contained 
in any registration statement under which such Registrable Securities were 
registered under the Securities Act, any prospectus or preliminary prospectus 
contained therein or any omission or alleged omission to state a material 
fact required to be stated therein or necessary to make the statements 
therein not misleading, except to the extent the untrue statement or omission 
resulted from information that the holder furnished in writing to AirNet 
expressly for use therein or the holder's failure to deliver information 
required to be included therein or by the holder's failure to deliver a copy 
of the registration statement or prospectus or any amendments or supplements 
thereto  which fully correct any untrue statements or omissions in any 
registration statement or prospectus previously delivered to any purchaser by 
such holder after AirNet has furnished the holder with a sufficient number of 
copies of the relevant documents.  In connection with a firm or best efforts 
underwritten offering, to the extent customarily required by the managing 
underwriter, AirNet will indemnify the underwriters, their officers and 
directors and each Person who controls the underwriters (within the meaning 
of the Securities Act and the Exchange Act), to the extent customary in such 
agreements.

     (b)    INDEMNIFICATION BY HOLDERS OF SECURITIES.  In connection with any 
registration statement, each participating holder of Registrable Securities 
will furnish to AirNet in writing such information and affidavits as AirNet 
reasonably requests for use in connection with any registration statement or 
prospectus and each holder agrees to indemnify, to the extent permitted by 
law, AirNet, its directors and officers, and each Person who controls AirNet 
(within the meaning of the Securities Act and the Exchange Act) against any 
losses, claims, damages, liabilities, and expenses resulting from any untrue 
or allegedly untrue statement of a material fact or any omission or alleged 
omission of a material fact concerning such holder required to be stated in 
the registration statement or prospectus or any amendment thereof or 
supplement thereto necessary to make the statements therein not misleading, 
but only to the extent that the untrue statement or omission is contained in 
or omitted from any information or affidavit concerning such holder the 
holder furnished in writing, or resulting from the holder's failure to 
deliver information required to be included therein or, if so required by 
applicable law, to deliver a copy of the registration statement or prospectus 
or any amendments or supplements 


                                      -5-
<PAGE>

thereto to any purchaser after AirNet has furnished the holder with a 
sufficient number of copies of the relevant documents.

     (c)    INDEMNIFICATION PROCEEDINGS.  Any Person entitled to 
indemnification under this Agreement will (i) give prompt notice to the 
indemnifying party of any claim with respect to which it seeks 
indemnification and (ii) unless in the indemnified party's reasonable 
judgment a conflict of interest may exist between the indemnified and 
indemnifying parties with respect to the claim, permit the indemnifying party 
to assume the defense of the claim with counsel reasonably satisfactory to 
the indemnified party.  If the indemnifying party does not assume the 
defense, the indemnifying party will not be liable for any settlement made 
without its consent (but that consent may not be unreasonably withheld). No 
indemnifying party will consent to entry of any judgment or will enter into 
any settlement that does not include as an unconditional term the claimant's 
or plaintiff's release of the indemnified party from all liability concerning 
the claim or litigation.  An indemnifying party who is not entitled to or 
elects not to assume the defense of a claim will not be obligated to pay the 
fees and expenses of more than one counsel (and local counsel) for all 
parties indemnified by the indemnifying party with respect to the claim, 
unless in the reasonable judgment of any indemnified party a conflict of 
interest may exist between the indemnified party and any other indemnified 
party with respect to the claim, in which event the indemnifying party shall 
be obligated to pay the fees and expenses of additional counsel.

     (d)    CONTRIBUTION.  If the indemnification provided for in Section 
6(a) or (b) is unavailable to an indemnified party in respect of any losses, 
claims, damages, liabilities or expenses referred to therein, then each 
indemnifying party thereunder shall contribute to the amount paid or payable 
by such indemnified party as a result of such losses, claims, damages or 
liabilities in such proportion as is appropriate to reflect the (i) relative 
benefit and (ii) relative fault of AirNet and the participating holders of 
Registrable Securities in connection with the statements or omissions that 
resulted in such losses, claims, damages, liabilities or expenses, as well as 
any other relevant equitable considerations. The relative benefit of AirNet 
and the participating holders of Registrable Securities shall be determined 
by reference to the proportion of total proceeds from the offering to which 
such person is entitled. The relative fault of AirNet and the participating 
holders of Registrable Securities shall be determined by reference to, among 
other things, whether the untrue or alleged untrue statement of a material 
fact or the omission or alleged omission to state a material fact relates to 
information supplied by AirNet or by the participating holders of Registrable 
Securities and the parties' relative intent and knowledge.

     The parties hereto agree that it would not be just and equitable if 
contribution pursuant this Section 6(d) were determined by pro rata 
allocation or by any other method of allocation that does not take account of 
the equitable considerations referred to in the immediately preceding 
paragraph. Notwithstanding anything herein to the contrary, no participating 
holder of Registrable Securities shall be required to contribute any amount 
in excess of the amount by which the net proceeds of the offering (before 
deducting expenses, if any) received by such participating holder exceeds the 
amount of any damages that such participating holder has otherwise been 
required to pay by reason of such untrue or alleged untrue statement or 
omission or alleged omission. No person guilty of fraudulent 


                                      -6-
<PAGE>

misrepresentation (within the meaning of Section 11(f) of the Securities Act) 
shall be entitled contribution from any person who was not guilty of such 
fraudulent misrepresentation.

     SECTION 7.  PARTICIPATION IN UNDERWRITTEN REGISTRATIONS.  No Person may 
participate in any underwritten registration without (a) agreeing to sell 
securities on the basis provided in underwriting arrangements approved by 
AirNet (which underwriting arrangements shall not be contrary to this 
Agreement) and (b) completing and executing all questionnaires, powers of 
attorney, indemnities, underwriting agreements and other documents required 
by the underwriting arrangements.

     SECTION 8.  MISCELLANEOUS.  

     (a)    AMENDMENT.  This Agreement may be amended or modified only by a 
written agreement executed by AirNet and the holders of a majority of the 
Registrable Securities then issued and outstanding.
     
     (b)    ATTORNEYS' FEES.  In any legal action or proceeding brought to 
enforce any provision of this Agreement, the prevailing party shall be 
entitled to recover all reasonable expenses, charges, court costs and 
attorneys' fees in addition to any other available remedy at law or in 
equity.  

     (c)    BENEFIT OF PARTIES; ASSIGNMENT.  All of the terms and provisions 
of this Agreement shall be binding on and inure to the benefit of the parties 
and their respective successors and assigns, including without limitation all 
subsequent holders of securities entitled to the benefits of this Agreement 
who agree in writing to become bound by the terms of this Agreement; 
PROVIDED, HOWEVER, AirNet may not transfer or assign its rights or 
obligations under this Agreement; and, without the prior written consent of 
AirNet (which shall not be unreasonably withheld or delayed), no Stockholder 
may assign his or her rights or obligations under this Agreement.

     (d)    CAPTIONS.  The captions of the sections and subsections of this 
Agreement are solely for convenient reference and shall not be deemed to 
affect the meaning or interpretation of any provision of this Agreement.

     (e)    COOPERATION.  The parties agree that after execution of this 
Agreement they will from time to time, upon the request of any other party 
and without further consideration, execute, acknowledge and deliver in proper 
form any further instruments and take such other action as any other party 
may reasonably require to carry out effectively the intent of this Agreement.

     (f)    COUNTERPARTS.  This Agreement may be executed simultaneously in 
two or more counterparts, each of which shall be deemed an original, but all 
of which together shall constitute one and the same agreement.

     (g)    ENTIRE AGREEMENT.  This Agreement contains the entire 
understanding of the parties with respect to the subject matter of this 
Agreement. There are no promises, covenants or undertakings other than those 
expressly set forth or provided for in this Agreement.


                                      -7-
<PAGE>

     (h)    GOVERNING LAW.  The internal law of the State of Ohio will govern 
the interpretation, construction, and enforcement of this Agreement and all 
transactions and agreements contemplated hereby, notwithstanding any state's 
choice of law rules to the contrary.

     (i)    NO INCONSISTENT AGREEMENTS. AirNet will not enter into any 
agreement with respect to its securities that shall grant to any Person 
registration rights that in any way conflict with the rights provided under 
this Agreement unless, and only to the extent that, the Stockholders are 
granted rights equal to those granted to such other Person.

     (j)    NOTICES.  All notices, requests, demands, or other communications 
that are required or may be given pursuant to the terms of this Agreement 
shall be in writing and delivery shall be deemed sufficient in all respects 
and to have been duly given on the date of service if delivered personally to 
the party to whom notice is to be given, or on the third day after mailing if 
mailed by first class mail - return receipt requested, postage prepaid, and 
properly addressed to the addresses set forth in the Merger Agreement or to 
such other address(es) as the respective parties hereto shall from time to 
time designate to the other(s) in writing.

     (k)    SPECIFIC PERFORMANCE.  Each of the parties agrees that damages 
for a breach of or default under this Agreement would be inadequate and that 
in addition to all other remedies available at law or in equity the parties 
and their successors and assigns shall be entitled to specific performance or 
injunctive relief, or both, in the event of a breach or a threatened breach 
of this Agreement.   

     (l)    VALIDITY OF PROVISIONS.  Should any part of this Agreement for 
any reason be declared by any court of competent jurisdiction to be invalid, 
that decision shall not affect the validity of the remaining portion, which 
shall continue in full force and effect as if this Agreement had been 
executed with the invalid portion eliminated, it being the intent of the 
parties that they would have executed the remaining portion of the Agreement 
without including any part or portion that may for any reason be declared 
invalid.  


                                      -8-
<PAGE>

          IN WITNESS WHEREOF, the parties have caused this Agreement to be 
executed as of the date first written above.  

                                        AIRNET SYSTEMS, INC.
     
     
                                        By:   /s/ Gerald G. Mercer
                                            -----------------------------------
                                            Gerald G. Mercer
                                            President and Chief Executive  
                                            Officer
     
     
                                        SHAREHOLDERS:
     
                                         /s/ Robert J. Mitzman
                                        ---------------------------------------
                                        ROBERT J. MITZMAN

                                         /s/ Dominique Brown
                                        ---------------------------------------
                                        DOMINIQUE BROWN          

                                         /s/ Glenn Smoak
                                        ---------------------------------------
                                        GLENN SMOAK              

                                         /s/ Karl Daigle
                                        ---------------------------------------
                                        KARL DAIGLE              

                                         /s/ Ed McNally
                                        ---------------------------------------
                                        ED MCNALLY               

                                         /s/ Tomas Miguens
                                        ---------------------------------------
                                        TOMAS MIGUENS


                                      -9-
<PAGE>

                                                                 EXHIBIT 1.05
                                          
                                  ESCROW AGREEMENT


     ESCROW AGREEMENT, dated as of ____________, 1998, among the Persons 
whose names and addresses are set forth on SCHEDULE A hereto (the 
"STOCKHOLDERS"), AirNet Systems, Inc., an Ohio corporation ("AIRNET"), and 
Banc One Trust Company, NA, as Escrow Agent (the "ESCROW AGENT").

                                  R E C I T A L S

     WHEREAS, the Stockholders, AirNet, Q International Courier, Inc., a New 
York corporation (the "COMPANY"), and Q Acquisition Company, an Ohio 
corporation and wholly-owned subsidiary of AirNet ("MERGER SUBSIDIARY"), are 
parties to a Merger Agreement, dated as of April 14, 1998 (the "MERGER 
AGREEMENT"), pursuant to which Merger Subsidiary shall be merged with and 
into the Company.

     WHEREAS, Section 10.02 of the Merger Agreement provides for the
indemnification of AirNet Indemnitees (as defined in the Merger Agreement) from
certain Losses (as defined in the Merger Agreement) that may be incurred by any
of them; 

     WHEREAS, the Merger Agreement further provides that 314,136 common 
shares, $.01 par value, of AirNet (the "AIRNET COMMON SHARES"), shall be 
deposited into escrow in order to indemnify the AirNet Indemnitees against 
General Contingencies pursuant to Section 10.02 of the Merger Agreement (the 
"GENERAL ESCROW SHARES"); and

     WHEREAS, the Merger Agreement further provides that 46,091 AirNet Common 
Shares shall be deposited into escrow in order to indemnify the AirNet 
Indemnitees against Specific Contingencies pursuant to Section 10.02 of the 
Merger Agreement (the "SPECIFIC ESCROW SHARES" and, together with the General 
Escrow Shares, the "ESCROW SHARES").

     NOW, THEREFORE, in consideration of the mutual covenants contained 
herein and other good and valuable consideration, the receipt and sufficiency 
of which are hereby acknowledged, the parties to this Agreement hereby agree 
as follows:

     l.     APPOINTMENT OF ESCROW AGENT; DEPOSIT OF ESCROW SHARES.  The 
Stockholders and AirNet hereby appoint the Escrow Agent as the escrow agent 
under this Agreement, and the Escrow Agent accepts such appointment according 
to the terms and conditions set forth herein. On the date hereof, AirNet 
and/or the Stockholders have deposited with the Escrow Agent, and the Escrow 
Agent hereby acknowledges receipt of, the General Escrow Shares and the 
Specific Escrow Shares. The Escrow Agent shall hold and distribute the Escrow 
Shares in accordance with the terms and conditions of this Agreement.


                                     

<PAGE>

     2.     DISTRIBUTIONS FROM ESCROW.  The Escrow Agent shall hold the 
Escrow Shares in escrow in accordance with this Agreement and shall make 
distributions of Escrow Shares only as follows or as provided in Sections 3 
and 4 below:

     (a)  Escrow Shares shall be distributed to AirNet in such amounts as are 
authorized to be distributed to AirNet pursuant to Section 3 below.

     (b)  Upon the filing of AirNet's Annual Report on Form 10-K (the "AIRNET 
1998 FORM 10-K") for the fiscal year ended December 31, 1998 (which is 
anticipated to occur on or about March 31, 1999), the Escrow Agent shall 
distribute to each Stockholder that number of General Escrow Shares equal to 
the product of (i) such Stockholder's Stockholder Percentage as set forth on 
Schedule A hereto and (ii) the entire balance of the General Escrow Shares 
then remaining in escrow less the aggregate of the then existing General 
Claim Reserves (as defined below) for General Open Claims (as defined below) 
and the amount of any claim not constituting a General Open Claim which is 
described in a written notice of a claim from AirNet in accordance with 
Section 3(a) and actually received by the Escrow Agent prior to the filing of 
the AirNet 1998 Form 10-K.

     (c)  Within two banking days of the Escrow Agent's having been given a 
joint written direction with respect to a General Open Claim pursuant to 
Section 3(d), (i) the Escrow Agent shall distribute to AirNet that number of 
General Escrow Shares set forth in joint written direction for such General 
Open Claim and (ii) to the extent authorized in Section 3 below, the Escrow 
Agent shall distribute to each Stockholder that number of General Escrow 
Share equal to the product of (X) such Stockholder's Stockholder Percentage 
and (Y) and the balance of the General Claim Reserve established in respect 
of such General Open Claim, the amount of which shall be set forth in the 
joint written direction.

     (d)  At least five business days prior to the six month anniversary of 
the Effective Time (as defined in the Merger Agreement) and following 
resolution of the Specific Contingency set forth as item number one on 
Schedule 1.04 to the Company Disclosure Schedule in accordance with the 
provisions of Section 7.08 of the Merger Agreement, AirNet and the 
Stockholder Representative shall give the Escrow Agent a joint written 
instruction directing the Escrow Agent to distribute the number of Specific 
Escrow Shares set forth in such joint written instruction to AirNet and/or 
the Stockholders, depending on the resolution of such Specific Contingency in 
accordance with such Section 7.08. Within two banking days of the Escrow 
Agent's having been given the foregoing joint written direction, the Escrow 
Agent shall distribute to AirNet that number of Specific Escrow Shares set 
forth in such joint written instruction and/or to each Stockholder that 
number of Specific Escrow Shares equal to the product of (i) such 
Stockholder's Stockholder Percentage as set forth on Schedule A hereto and 
(ii) the total number of Specific Escrow Shares to be delivered to the 
Stockholders pursuant to such joint written instruction.

     (e)  On the second anniversary of the Effective Time (as defined in the 
Merger Agreement), the Escrow Agent shall distribute to each Stockholder that 
number of Specific Escrow Shares equal to the product of (i) such 
Stockholder's Stockholder Percentage as set forth on Schedule A hereto and 
(ii) the entire balance of the Specific Escrow Shares then remaining in 


                                  2

<PAGE>

escrow less the aggregate of the then existing Specific Claim Reserves (as 
defined below) for Specific Open Claims (as defined below).

     (f)  Within two banking days of the Escrow Agent's having been given a 
joint written direction with respect to a Specific Open Claim pursuant to 
Section 4(d), (i) the Escrow Agent shall distribute to AirNet that number of 
Specific Escrow Shares set forth in joint written direction for such Specific 
Open Claim and (ii) to the extent authorized in Section 3 below, the Escrow 
Agent shall distribute to each Stockholder that number of Specific Escrow 
Share equal to the product of (X) such Stockholder's Stockholder Percentage 
and (Y) and the balance of the Specific Claim Reserve established in respect 
of such Specific Open Claim, the amount of which shall be set forth in the 
joint written direction.

     (g)  Any distribution required to be made hereunder by the Escrow Agent 
from the Escrow Shares shall be delivered (i) in accordance with written 
instructions given to the Escrow Agent by the party entitled under this 
Agreement to receive such distribution (with a copy to the other parties) or 
(ii) after the filing of the AirNet 1998 Form 10-K (in respect of the General 
Escrow Shares) and after the second anniversary of the Effective Time (in 
respect of the Specific Escrow Shares), in accordance with the terms of an 
order, judgment or decree ordering the payment of all or any portion of the 
Escrow Shares, which order, judgment or decree represents a final 
adjudication of the rights of the Stockholders and AirNet with respect to the 
payment of all or a portion of an Open Claim by a court of competent 
jurisdiction, and that the time for appeal from such order, judgment or 
decree has expired without an appeal having been perfected.

     3.     AIRNET GENERAL CONTINGENCY CLAIMS.  The procedure for 
distributions from the Escrow Shares with respect to General Contingencies 
shall be as follows:

     (a)  From time to time prior to the filing of the AirNet 1998 Form 10-K, 
if AirNet determines that AirNet or any other AirNet Indemnitee is entitled 
to indemnification for Losses  with respect to General Contingencies under 
Section 11.02(a) of the Merger Agreement, AirNet may request a distribution 
from the General Escrow Shares on deposit by giving written notice of 
AirNet's claim to the Escrow Agent and to the Stockholder Representative (as 
defined below), certifying in reasonable detail in such notice the nature of 
the claim, the amount thereof if then ascertainable and, if not then 
ascertainable, a good faith estimate of the estimated amount thereof, and the 
provision(s) in the Merger Agreement on which the claim relating to such 
General Contingency is based.

     (b)  If, within thirty (30) calendar days after actual receipt by the 
Escrow Agent of the written notice of a claim from the AirNet in accordance 
with Section 3(a), the Escrow Agent has not actually received written 
objection to such claim from the Stockholder Representative, the claim stated 
in such notice shall be conclusively deemed to be approved by the 
Stockholders and the Escrow Agent shall promptly thereafter distribute to 
AirNet from the General Escrow Shares on deposit a number of General Escrow 
Shares equal to the dollar amount of such claim divided by the Market Price 
up to the full number of General Escrow Shares on deposit.


                                 3

<PAGE>

     (c)  If within said thirty (30) calendar days the Escrow Agent shall 
have actually received from the Stockholder Representative a written 
objection to the claim by AirNet pursuant to Section 3(a) (a copy of which 
objection shall in each case be sent to the AirNet by the Stockholder 
Representative in accordance with the provisions of Section 12 below), then 
such claim shall be deemed to be a "GENERAL OPEN CLAIM" and the Escrow Agent 
shall reserve within the General Escrow Shares on deposit a number of General 
Escrow Shares equal to the amount of the General Open Claim divided by the 
Market Price (which number of General Escrow Shares for each General Open 
Claim is referred to herein as a "GENERAL CLAIM RESERVE").  

     (d)  The number of General Escrow Shares constituting the General Claim 
Reserve for each General Open Claim shall be distributed by the Escrow Agent 
from the General Escrow Shares on deposit to AirNet only in accordance with a 
joint written instruction by AirNet and the Stockholder Representative 
following resolution of the General Open Claim in accordance with Section 
3(e) below, and any portion of the General Claim Reserve for such General 
Open Claim not so required to be distributed to AirNet shall be distributed 
by the Escrow Agent to the Stockholders in accordance with Section 3(b) above 
and such General Reserve shall be reduced to zero; PROVIDED, that if such 
General Open Claim is resolved prior to the filing of the AirNet 1998 Form 
10-K, the remaining portion of such General Claim Reserve shall not be 
distributed to the Stockholders pursuant hereto but rather shall continue to 
constitute a part of the Escrow Shares for General Contingencies, and shall 
continue to be available for additional claims by AirNet pursuant to the 
terms hereof.

     (e)  If the Stockholder Representative shall raise an objection to a 
claim by AirNet relating to General Contingencies within the 30-day period 
referred to in Section 3(b) above, the Stockholder Representative and AirNet 
shall negotiate in good faith for a further 15-day period to determine 
jointly the appropriate amount, if any, of such General Open Claim. If the 
Stockholder Representative and AirNet have not made such joint determination 
during such 15-day period, then, to extent such General Open Claim remains in 
dispute, such General Open Claim shall be submitted to, and settled by, 
binding arbitration in accordance with the Commercial Arbitration Rules of 
the American Arbitration Association (the "AAA RULES"). The determination of 
the arbitrator selected in accordance with the AAA Rules shall be final and 
conclusive and, within five business days following resolution of the General 
Open Claim pursuant to arbitration, AirNet and the Stockholder Representative 
shall submit a joint written instruction to the Escrow Agent as to the 
disposition of the General Open Claim that is consistent with the 
determination of the arbitrator with respect thereto. The costs, fees and 
expenses of the arbitration shall be borne by AirNet and the Stockholders in 
reverse proportion to the arbitration decision.

     4.     AIRNET SPECIFIC CONTINGENCY CLAIMS.  The procedure for 
distributions from the Escrow Deposit with respect to Specific Contingencies 
shall be as follows:

     (a)  From time to time prior to the second anniversary of the Effective 
Time, if AirNet determines that AirNet or any other AirNet Indemnitee is 
entitled to indemnification for Losses  with respect to a Specific 
Contingency under Section 11.02(a) of the Merger Agreement, AirNet may 
request a distribution from the Specific Escrow Shares on deposit by giving 
written notice of AirNet's claim to the Escrow Agent and to the Stockholder 
Representative, certifying in 


                                     4

<PAGE>

reasonable detail in such notice the nature of the claim, the amount thereof 
and the Specific Contingency for which indemnity is being sought.

     (b)  If, within thirty (30) calendar days after actual receipt by the 
Escrow Agent of the written notice of a claim from the AirNet in accordance 
with Section 4(a), the Escrow Agent has not actually received written 
objection to such claim from the Stockholder Representative, the claim stated 
in such notice shall be conclusively deemed to be approved by the 
Stockholders and the Escrow Agent shall promptly thereafter distribute to 
AirNet from the Specific Escrow Shares on deposit a number of Specific Escrow 
Shares equal to the dollar amount of such claim divided by the Market Price 
up to the full number of Specific Escrow Shares in the Escrow Deposit.

     (c)  If within said thirty (30) calendar days the Escrow Agent shall 
have actually received from the Stockholder Representative a written 
objection to the claim by AirNet pursuant to Section 4(a) (a copy of which 
objection shall in each case be sent to the AirNet by the Stockholder 
Representative in accordance with the provisions of Section 12 below), then 
such claim shall be deemed to be a "SPECIFIC OPEN CLAIM" and the Escrow Agent 
shall reserve within the Specific Escrow Shares on deposit a number of 
Specific Escrow Shares equal to the amount of the Specific Open Claim divided 
by the Market Price (which number of Specific Escrow Shares for each Specific 
Open Claim is referred to herein as a "SPECIFIC CLAIM RESERVE").  

     (d)  The number of Specific Escrow Shares constituting the Specific 
Claim Reserve for each Specific Open Claim shall be distributed by the Escrow 
Agent from the Specific Escrow Shares on deposit to AirNet only in accordance 
with a joint written instruction by AirNet and the Stockholder Representative 
following resolution of the Specific Open Claim in accordance with Section 
4(e) below, and any portion of the Specific Claim Reserve for such Specific 
Open Claim not so required to be distributed to AirNet shall be distributed 
by the Escrow Agent to the Stockholders in accordance with Section 4(b) above.

     (e)  If the Stockholder Representative shall raise an objection to a 
claim by AirNet relating to a Specific Contingency within the 30-day period 
referred to in Section 4(b) above, the Stockholder Representative and AirNet 
shall negotiate in good faith for a further 15-day period to determine 
jointly the appropriate amount, if any, of such Specific Open Claim. If the 
Stockholder Representative and AirNet have not made such joint determination 
during such 15-day period, then, to extent such Specific Open Claim remains 
in dispute, such Specific Open Claim shall be submitted to, and settled by, 
binding arbitration in accordance the AAA Rules. The determination of the 
arbitrator selected in accordance with the AAA Rules shall be final and 
conclusive and, within five business days following resolution of the 
Specific Open Claim pursuant to arbitration, AirNet and the Stockholder 
Representative shall submit a joint written instruction to the Escrow Agent 
as to the disposition of the Specific Open Claim that is consistent with the 
determination of the arbitrator with respect thereto. The costs, fees and 
expenses of the arbitration shall be borne by AirNet and the Stockholders in 
reverse proportion to the arbitration decision.

     5.     CONDITIONS TO ESCROW.  The Escrow Agent agrees to hold the Escrow 
Shares and to perform in accordance with the terms and provisions of this 
Agreement.  The Stockholders and AirNet agree that the Escrow Agent does not 
assume any responsibility for the failure of the 


                                      5

<PAGE>

Stockholders or the AirNet to perform in accordance with the Merger Agreement 
or this Agreement. The acceptance by the Escrow Agent of its responsibilities 
hereunder is subject to the following terms and conditions, which the parties 
hereto agree shall govern and control with respect to the Escrow Agent's 
rights, duties, liabilities and immunities:

     (a)  The Escrow Agent may conclusively rely, and shall be protected in 
acting or refraining from acting upon, any written notice, certification, 
request, waiver, consent, receipt or other paper or document furnished to it, 
not only as to its due execution and validity and effectiveness of its 
provisions but also as to the truth and accuracy of any information therein 
contained which the Escrow Agent reasonably believes to be genuine and to 
have been signed and presented by the proper party or parties. Should it be 
necessary for the Escrow Agent to act upon any instructions, directions, 
documents or instruments issued or signed by or on behalf of any corporation, 
fiduciary, or individual acting on behalf of another party hereto, it shall 
not be necessary for the Escrow Agent to inquire into such corporation's, 
fiduciary's or individual's authority, capacity, existence or identity. The 
Escrow Agent is also relieved from the necessity of satisfying itself as to 
the authority of the persons executing this Agreement in a representative 
capacity. It is understood that any references herein to joint instructions 
or joint written instructions or words of similar import include any 
instructions signed in counterpart.

     (b)  The Escrow Agent shall not be liable for any error of judgment or 
for any act done or step taken or omitted by it in good faith, or for any 
mistake of fact or law, or for anything which it may do or refrain from doing 
in connection herewith, except for its own gross negligence or willful 
misconduct.

     (c)  The Escrow Agent may consult with, and obtain advice from, legal 
counsel including in-house counsel in the event of any question as to any of 
the provisions hereof or the duties hereunder, and it shall incur no 
liability and shall be fully protected in acting in good faith in accordance 
with the opinion and instructions of such counsel. The reasonable costs of 
such counsel's services shall be paid to the Escrow Agent in accordance with 
Section 8 below.

     (d)  The Escrow Agent shall have no duties except those which are 
expressly set forth herein and it shall not be bound by (i) the Merger 
Agreement or any agreement of the other parties hereto (whether or not it has 
any knowledge thereof) or by any notice of a claim, or demand with respect 
thereto, or (ii) any waiver, modification, amendment, termination or 
rescission of this Agreement unless the Escrow Agent agrees thereto in 
writing.

     (e)  The Escrow Agent may resign and be discharged from its duties and 
obligations hereunder by giving notice in writing of such resignation 
specifying a date (no earlier than 30 days following the date of such notice) 
when such resignation will take effect, provided, however, that until a 
successor escrow agent is appointed by the Stockholder Representative and by 
AirNet and such successor accepts such appointment, the Escrow Agent shall 
continue to hold the Escrow Shares and otherwise comply with the terms of 
this Agreement; PROVIDED FURTHER that the parties to this Escrow Agreement 
agree to use their reasonable efforts to mutually agree on a successor escrow 
agent within 30 days after the giving of Escrow Agent's notice and if no such 
successor escrow agent shall be appointed within 30 days of the Escrow Agent 
providing its notice, the 


                                     6

<PAGE>

Escrow Agent may, at the expense of the AirNet and the Stockholders, (i) 
appoint a successor escrow agent which shall be a national or state-chartered 
banking, trust or savings association, (ii) petition any court of competent 
jurisdiction for the appointment of a successor escrow agent or (iii) may 
deposit the Escrow Shares with the Clerk of the United States District Court 
for the Southern District of Ohio, or with the office of the clerk of 
registry of any other court of competent jurisdiction, at which time the 
Escrow Agent's duties hereunder shall terminate.  Any successor escrow agent 
shall execute and deliver an instrument accepting such appointment and it 
shall, without further acts, be vested with all the estates, properties, 
rights, powers and duties of the predecessor escrow agent as if originally 
named as escrow agent. The resigning Escrow Agent shall thereupon be 
discharged from any further obligations under this Escrow Agreement.

     (f)    Upon delivery of all of the Escrow Shares pursuant to the terms 
of Sections 2, 3 and 4 above or to a successor escrow agent, the Escrow Agent 
shall thereafter be discharged from any further obligations hereunder. The 
Escrow Agent is hereby authorized, in any and all events, to comply with and 
obey any and all final judgments, orders and decrees (not subject to appeal) 
of any court of competent jurisdiction which may be filed, entered or issued, 
and, if it shall so comply or obey, it shall not be liable to any other 
person by reason of such compliance or obedience.

     (g)    The Escrow Agent shall not have any responsibility or liability 
for the completeness, correctness or accuracy of any transactions between the 
AirNet, on the one hand, and Stockholders, on the other hand.

     (h)    In the event that the Escrow Agent shall be uncertain as to its 
duties or rights hereunder or shall receive instructions with respect to the 
Escrow Shares which, in its sole opinion, are in conflict with either other 
instructions received by it or any provision of this Agreement, it shall 
without liability of any kind, be entitled to hold the Escrow Shares pending 
the resolution of such uncertainty to the Escrow Agent's sole satisfaction, 
by final judgment of a court or courts of competent jurisdiction or 
otherwise, or the Escrow Agent, at its option, may, in final satisfaction of 
its duties hereunder, deposit the Escrow Deposit with the Clerk of the United 
States District Court for the Southern District of Ohio or with the office of 
the clerk of registry of any other court of competent jurisdiction.

     6.     INDEMNIFICATION. AirNet hereby agrees to indemnify the Escrow 
Agent, its directors, officers, agents and employees and any person who 
"controls" the Escrow Agent within the meaning of Section 15 of the 
Securities Act of 1933 (collectively, the "INDEMNIFIED PARTIES") for and to 
hold them harmless against any loss, liability or expense (including, without 
limitation, all expenses reasonably incurred in its investigation and defense 
and costs and expenses reasonably incurred in enforcing this right of 
indemnification) incurred without gross negligence or willful misconduct on 
the part of the. Indemnified Parties arising out of or in connection with 
this Agreement.  The provisions of this Section 6 shall survive the 
termination of this Agreement.

     7.     BANKING DAYS.  If any date on which the Escrow Agent is required 
to make a delivery pursuant to the provisions hereof is not a banking day, 
then the Escrow Agent shall make such investment or delivery on the next 
succeeding banking day.


                                      7
<PAGE>

     8.     ESCROW COSTS; NO RIGHT OF SET-OFF.  The Escrow Agent shall be 
entitled to be paid a fee for its services pursuant to the attached FEE 
SCHEDULE and to be reimbursed for its reasonable costs and expenses hereunder 
(including reasonable counsel fees), which fees, costs and expenses shall be 
paid by AirNet from time to time as such fees, costs and expenses are earned. 
Nothing in this Section 8 limits the Escrow Agent's rights against AirNet for 
the payment of amounts due the Escrow Agent under Section 6 above or the 
Escrow Agent's fees, costs and expenses hereunder.

     The Escrow Agent acknowledges and agrees that it is holding the Escrow 
Shares in its capacity as escrow agent and that it has no right to apply 
amounts constituting the value of the Escrow Shares against any obligations 
of (a) the other parties to this Agreement that do not arise under this 
Agreement or (b) the Company.

     9.     DEFINED TERMS. As used in this Agreement, the following terms 
have the respective meanings set forth below:

     MARKET PRICE: shall mean the closing price of the AirNet Common Shares 
on the New York Stock Exchange (or another exchange or quotation system on 
which the AirNet Common Shares are listed or included, if such AirNet Common 
Shares are not then listed on the New York Stock Exchange) as reported in THE 
WALL STREET JOURNAL as of the date which is two business days prior to the 
date of determination.

     PERSON:  shall mean an individual, partnership, joint-stock company, 
limited liability company, corporation, trust or unincorporated organization, 
and a government or agency or political subdivision thereof.

     STOCKHOLDER PERCENTAGE:  shall mean, with respect to any Stockholder, 
the percentage set forth opposite such Stockholder's name on SCHEDULE A.

     10.    STOCKHOLDER REPRESENTATIVE. The parties to this Agreement hereby 
acknowledge and agree that all instructions, directions or other 
communications given by or on behalf of the Stockholders shall be made 
pursuant to a writing signed by Robert Mitzman, as the representative of the 
Stockholders (the "STOCKHOLDER REPRESENTATIVE"), and shall be binding upon 
each Selling Stockholder. The parties further acknowledge and agree that the 
Escrow Agent may rely upon such instructions, directions or other 
communications made by the Stockholder Representative as if made by each 
Stockholder. The powers conferred upon the Stockholder Representative 
hereunder are coupled with an interest and are irrevocable.

     11.    STATUS OF THE STOCKHOLDERS AS STOCKHOLDERS OF AIRNET.  (a)  The 
Escrow Shares shall be deemed to be beneficially owned by each Stockholder in 
accordance with such Stockholder's Stockholder Percentage and the 
Stockholders shall be entitled to vote such Escrow Shares and receive 
dividends and other distributions with respect to such Escrow Shares, in each 
case, unless and until such Escrow Shares are distributed to AirNet pursuant 
to the terms of this Agreement; PROVIDED, that, notwithstanding the 
foregoing, no Stockholder may sell, distribute, transfer, hypothecate, pledge 
or otherwise dispose of any Escrow Shares unless and until such 

                                       8
<PAGE>

Escrow Shares are actually distributed to such Stockholder by the Escrow 
Agent pursuant to the terms hereof. For purposes of the foregoing sentence, 
each distribution of Escrow Shares to AirNet pursuant to the terms of this 
Agreement shall be deemed to be made by the Stockholders pro rata in 
accordance with such Stockholder's Stockholder Percentage.

     12.    NOTICES.

     (a)    All communications under this Agreement shall be in writing and 
shall be delivered by hand or mailed by overnight courier or by registered 
mail or certified mail, postage prepaid:

              (i) if to AirNet, 3939 International Gateway, Columbus, Ohio
       43219, marked to the attention of Eric P. Roy, or at such other address 
       as AirNet may have furnished the Stockholder Representative in writing;
       with a copy of Vorys, Sater Seymour and Pease LLP, 52 East Gay Street, 
       Columbus, Ohio 43215, marked to the attention of Ronald A. Robins, Jr.;

             (ii) if to the Stockholders, care of the Stockholder 
       Representative, Q International Courier, Inc., 909 Third Avenue, 5th 
       Floor, New York, New York 10022-4731, or at such other address as the 
       Stockholder Representative may have furnished to AirNet in writing; 
       with a copy to Winthrop, Stimson, Putnam & Roberts, One Battery Park 
       Plaza, marked for the attention of Kenneth E. Adelsberg;

            (iii) if to the Escrow Agent, care of Corporate Trust Account 
       Administration, 235 West Schrock Road, OH1-0380, Westerville, Ohio 
       43081, with a copy to Bank One Trust Company, AN, 100 East Broad 
       Street, 071-0181, Columbus, Ohio 43215, marked to the attention of 
       Michael Dockman.

     (b)    Any notice so addressed shall be deemed to be given: if delivered 
by hand, on the date of such delivery; if mailed by courier, on the first 
business day following the date of such mailing; and if mailed by registered 
or certified mail, on the third business day after the date of such mailing.

     13.    ENTIRE AGREEMENT.  This Agreement contains the entire 
understanding of the parties hereto with respect to the transactions 
contemplated hereby and may be amended, modified, supplemented or altered 
only by a writing duly executed by the Escrow Agent, AirNet and the 
Stockholder Representative, and any prior agreements or understandings, 
whether oral or written, are entirely superseded hereby; PROVIDED, HOWEVER, 
that no amendment, modification, supplement or alteration of this Agreement 
shall affect the Stockholder Percentage of any Stockholder without the 
express written consent of the Stockholder affected thereby.

     14.    ASSIGNS AND ASSIGNMENT.  This Agreement shall extend to, shall 
inure to the benefit of and shall be binding upon all of the parties hereto 
and upon all of their respective successors and permitted assigns.


                                       9
<PAGE>

     15.    NO OTHER THIRD PARTY BENEFICIARIES.  Except as otherwise 
expressly provided herein, nothing herein expressed or implied is intended or 
shall be construed to confer upon or to give any person other than the 
parties hereto, any rights or remedies under or by reason of this Agreement.

     16.    NO WAIVER.  No failure or delay by an party hereto in exercising 
any right, power or privilege hereunder shall operate as a waiver thereof, 
and no single or partial exercise thereof shall preclude any right of further 
exercise or the exercise of any other right, power or privilege.

     17.    SEVERABILITY.  If any covenant, agreement, provision or term of 
this Agreement is held to be invalid for any reason whatsoever, then such 
covenant, agreement, provision or term will be deemed severable from the 
remaining covenants, agreements, provisions and terms of this Agreement and 
will in no way affect the validity or enforceability of any other provision 
of this Agreement.

     18.    GOVERNING LAW.  This Agreement will be governed by and construed 
in accordance with the domestic laws of the State of Ohio, without giving 
effect to any choice of law or conflict provision or rule (whether of the 
State of Ohio or any other jurisdiction) that would cause the laws of any 
jurisdiction other than the State of Ohio to be applied.

     19.    COUNTERPARTS.  This Agreement may be executed by the parties 
hereto individually or in any combination, in one or more counterparts, each 
of which shall be an original and all of which shall together constitute one 
and the same agreement.

                             [signature page to follow]


                                      10
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Escrow 
Agreement on the date first written above.

                                       STOCKHOLDERS:

                                        /s/  Robert J. Mitzman
                                       ----------------------------------------
                                       ROBERT J. MITZMAN

                                        /s/ Dominique Brown
                                       ----------------------------------------
                                       DOMINIQUE BROWN

                                        /s/ Glenn Smoak
                                       ----------------------------------------
                                       GLENN SMOAK

                                        /s/ Karl Daigle
                                       ----------------------------------------
                                       KARL DAIGLE

                                        /s/  Ed McNally
                                       ----------------------------------------
                                       ED MCNALLY
                                   
                                        /s/  Tomas Miguens
                                       ----------------------------------------
                                       TOMAS MIGUENS
                                                            
                                   AIRNET:
                                   
                                   AIRNET SYSTEMS, INC
                                   
                                   
                                   By:_______________________________
                                      Name:
                                      Title:

                                   ESCROW AGENT
                                   
                                   BANC ONE TRUST COMPANY, NA, as Escrow Agent
                                   
                                   By:_______________________________
                                      Name:
                                      Title:


                                      11
<PAGE>

SCHEDULE A

Stockholder Name                        Stockholder Percentage
and Address                             ----------------------
-----------------------



























                                      12