CONTINUING SECURITY AGREEMENT

THIS CONTINUING SECURITY AGREEMENT (this Security Agreement) is entered into as of May 28, 2004, by and between Float Control, Inc., a Michigan corporation (Float), and The Huntington National Bank, a national banking association (the Agent), having its principal office in Columbus, Ohio, as lender and as agent for and on behalf of the lenders (the Lenders) from time to time party to the Credit Agreement described below.  Capitalized terms not otherwise defined herein shall have the meaning set forth in the Credit Agreement referred to herein.

Background Information

Pursuant to the Amended and Restated Credit Agreement of even date herewith (as the same may be amended, modified, supplemented, extended, restated or replaced from time to time, the Credit Agreement) among AirNet Systems, Inc., an Ohio corporation (AirNet), the Lenders and the Agent, the Agent and the Lenders have agreed to extend credit to AirNet on certain terms and conditions, including, without limitation, that Float enter into this Continuing Security Agreement (as it may be amended, modified, supplemented, extended, restated or replaced from time to time, the Security Agreement).

Provisions

NOW, THEREFORE, as an inducement to and in consideration of the Agent and the Lenders entering into the Credit Agreement, the mutual obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Float and the Agent, do hereby agree as follows:

ARTICLE I

Definitions

Section 1.1                                   Terms Defined in Credit Agreement.  All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

Section 1.2                                   Terms Defined in Ohio Uniform Commercial Code.  Terms defined in the Ohio Uniform Commercial Code which are not otherwise defined in this Security Agreement are used herein as defined in the Ohio Uniform Commercial Code as in effect from time to time (the UCC).

Section 1.3                                   Definitions of Certain Terms Used Herein.  As used in this Security Agreement, in addition to the terms defined in the Background Information section above, the following terms shall have the following meanings:

Accounts means accounts as defined in the UCC and shall also include a right to payment of a monetary obligation, whether or not earned by performance, (i) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (ii) for services rendered or to be rendered, (iii) for a policy of insurance issued or to be issued, (iv) for a secondary obligation incurred or to be incurred, (v) for energy provided or to be provided, (vi) for the use or hire of a vessel under a charter or other contract, (vii) arising out of the use of a credit or charge card or information contained on or for use with the card, or (viii) as winnings in a lottery or other game of chance operated or sponsored by a state, governmental unit of a state, or person licensed or authorized to operate the game by a state or governmental unit of a state.

Article means a numbered article of this Security Agreement, unless another document is specifically referenced.

Chattel Paper means chattel paper as defined in the UCC and shall also include any writing or group of writings and/or a record or records that evidence both a monetary obligation and a security interest in or a lease of specific goods or of specific goods and software used in the goods. If a transaction is evidenced both by a security agreement or lease and by an Instrument or series of Instruments, the group of records taken together constitutes Chattel Paper.

Collateral means all Accounts, Chattel Paper, Deposit Accounts, Documents, Equipment, Fixtures, General Intangibles, Investment Property, Instruments, Inventory, Payment Intangibles, Pledged Deposits, Stock Rights and Other Collateral, wherever located, in which Float now has or hereafter acquires any right or interest, and the proceeds, insurance proceeds and products thereof, together with all books and records, customer lists, credit files, software, computer files, programs, printouts and other computer materials and records related thereto.

Control shall have the meaning set forth in Article 8 of the UCC.

Default means an event described in Section 5.1.

Deposit Account means deposit account as defined in the UCC and shall also include a demand, time, savings, passbook, or similar account maintained with a bank.

Documents means documents as defined in the UCC and shall also include all documents of title and goods evidenced thereby, including without limitation all bills of lading, dock warrants, dock receipts, warehouse receipts and orders for the delivery of goods, and also any other document which in the regular course of business or financing is treated as adequately evidencing that the person in possession of it is entitled to receive, hold and dispose of the document and the goods it covers.

Equipment means equipment as defined in the UCC and shall also include all equipment, machinery, furniture and goods used or usable by Float in its business and all other tangible personal property (other than Inventory), and all accessions and additions thereto, including, without limitation, all Fixtures.

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Exhibit refers to a specific exhibit to this Security Agreement, unless another document is specifically referenced.

Fixtures means fixtures as defined in the UCC and shall also include all goods which become so related to particular real estate that an interest in such goods arises under any real estate law applicable thereto, including, without limitation, all trade fixtures.

General Intangibles means general intangibles as defined in the UCC and shall also include all intangible personal property (other than Accounts) including, without limitation, Payment Intangibles, all contract rights, rights to receive payments of money, choses in action, causes of action, judgments, tax refunds and tax refund claims, patents, trademarks, trade names, copyrights, licenses, franchises, computer programs, software, goodwill, customer and supplier contracts, interests in general or limited partnerships, joint ventures or limited liability companies, reversionary interests in pension and profit sharing plans and reversionary, beneficial and residual interests in trusts, leasehold interests in real or personal property, rights to receive rentals of real or personal property and guarantee and indemnity claims.

Investment Property means a security, whether certificated or uncertificated; a security entitlement; a securities account; a commodity contract; or a commodity account (all as defined in the UCC).

Instruments means instruments as defined in the UCC and shall also include all negotiable instruments (as defined in 3-104 of the UCC), certificated and uncertificated securities and any replacements therefor and Stock Rights related thereto, and other writings which evidence a right to the payment of money and which are not themselves security agreements or leases and are of a type which in the ordinary course of business are transferred by delivery with any necessary endorsement or assignment, including, without limitation, all checks, drafts, notes, bonds, debentures, government securities, certificates of deposit, letters of credit, preferred and common stocks, options and warrants.

Inventory means inventory as defined in the UCC and shall also include all goods, other than farm products, which: (i) are leased by a Person as lessor; (ii) are held by a Person for sale or lease or to be furnished under contracts of service; (iii) are furnished by a Person under a contract of service; or (iv) consist of raw materials, work in process, or materials used or consumed in a business.

Lender and Lenders shall be as defined in the preamble of this Security Agreement, provided, however, that each such reference to Lender and Lenders shall include, to the extent the context permits or requires, the LC Issuer and the Swingline Lender, as each such term is defined in the Credit Agreement.

Other Collateral means any property of Float, other than any interest in real estate, not included within the defined terms Accounts, Chattel Paper, Deposit Accounts, Documents, Equipment, Fixtures, General Intangibles, Instruments, Inventory, Investment Property, Payment Intangibles, Pledged Deposits and Stock Rights, including, without limitation, all cash on hand

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and all other deposits (general or special, time or demand, provisional or final) with any bank or other financial institution, it being intended that the Collateral include all property of Float.

Payment Intangibles means a General Intangible under which the account debtors principal obligation is a monetary obligation.

Pledged Deposits means all time deposits of money, whether or not evidenced by certificates, of Float, and all rights to receive interest on said deposits.

Receivables means the Accounts, Chattel Paper, Documents, Investment Property, Instruments or Pledged Deposits, and any other rights or claims to receive money which are General Intangibles or which are otherwise included as Collateral.

Section means a numbered section of this Security Agreement, unless another document is specifically referenced.

Secured Obligations means the Obligations.

Security has the meaning set forth in Article 8 of the UCC.

Stock Rights means any securities, dividends or other distributions and any other right or property which Float shall receive or shall become entitled to receive for any reason whatsoever with respect to, in substitution for or in exchange for any securities or other ownership interests in a corporation, partnership, joint venture or limited liability company constituting Collateral and any securities, any right to receive securities and any right to receive earnings, in which Float now has or hereafter acquires any right, issued by an issuer of such securities.

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