AirNet Systems, Inc.

Code of Business Conduct and Ethics

Established September 2001; revised February 17, 2004

Directors, officers and team members of AirNet Systems, Inc. and its subsidiaries (collectively, AirNet) are all ambassadors of the organization.  As ambassadors, each individual has a responsibility to project professionalism, honesty, integrity and trust on behalf of the organization, to AirNets shareholders, customers, potential customers and suppliers and fellow team members.  This Code of Business Conduct and Ethics (Code of Ethics) has been adopted by the Board of Directors of AirNet Systems, Inc. to demonstrate to the public and AirNets various stakeholders the importance that the Board of Directors and management place on ethical conduct.  The Code of Ethics is intended to set forth AirNets expectations for the conduct of ethical business practices by its officers, directors and team members, to promote advanced disclosure and review of potential conflicts of interest and similar matters, to protect and encourage the reporting of questionable behavior and to discipline appropriately those who engage in improper conduct.

It is AirNets expectation that each and every officer, director and team member of AirNet will carry out their responsibilities in accordance with this Code of Ethics and that each such individual shall:

                  Act with honesty and integrity, avoiding actual or apparent conflicts of interest between interests of AirNet and the personal interest of the individual or his or her family.

Conflicts of interest occur when business judgments or decisions may be influenced by personal interests not shared by the organization as a whole.  Conflicts of interest will cast doubts as to an individuals ability to act in an objective, disinterested and impartial manner.  A conflict situation may arise when a team member, officer or director, or a member of his or her family, takes actions or has interests that make it difficult to perform his or her work for AirNet objectively, impartially and effectively such as when a team member, officer or director, or a member of his or her family, has an interest in a transaction to which AirNet is a party, competes with AirNet, uses corporate property, information or position for personal gain or takes advantage of an opportunity that belongs to AirNet.  Conflicts of interest may also occur when officers, directors or team members receive loans, guarantees, excessive gifts, kick-backs or other improper personal benefits from persons with whom AirNet does business.

When a conflict of interest arises, an officer, director or team member has a duty to place AirNets interests ahead of his or her own personal interests.  It is essential that in those instances where a decision or practice of AirNet may appear to have been made to advance a personal interest, that the decision be made or approved by the independent and disinterested officers or directors of AirNet.  Thus, in those instances where a team member faces a potential conflict of interest, the team member should report the potential conflict of interest to the Director of Human Resources for his or her review.  Any action or transaction in which the personal interests of an officer or a director of AirNet may be in conflict with those of AirNet must be promptly reported to the chairperson of the Audit Committee of the Board of Directors of AirNet Systems, Inc. (the Audit Committee).  The Audit Committee shall have the right to determine in advance that any such action or transaction does not constitute a conflict of interest in violation of this Code of Ethics.

For purposes of determining whether a conflict of interest exists, the receipt of any personal benefit (such as a gift, gratuity or entertainment) that is not clearly reasonable and business-related from any person with whom AirNet does business, must be reported to the Audit Committee, in the case of an officer or a director, or to the Chief Financial Officer, in the case of a team member.  The Audit Committee or the Chief Financial Officer, as the case may be, shall have the right to determine in advance that any such personal benefit does not constitute a conflict of interest in violation of this Code of Ethics and/or to require that such personal benefit be returned to the provider and/or reimbursed by AirNet.

Generally, AirNet team members may accept gifts, gratuities or entertainment from non-government suppliers, potential non-government suppliers or non-government customers that are reasonable, customary in value and business-related.  AirNet team members may not, however, accept gifts, gratuities or entertainment from government suppliers, potential government suppliers or government customers that are greater than modest in value ($25).  Small gifts of food items may be shared among team members.  Large gifts of food items should be donated to local area food banks.  Customer requests for donation of significant sums of money should be forwarded to the Chief Financial Officer for approval.  Team members are not permitted to make a donation at a customers request and then seek reimbursement from AirNet as a business expense.  All corporate donations must have appropriate prior approval and be paid directly by AirNet.

                  Assist AirNet in meeting its accounting, financial reporting and disclosure obligations and work to ensure that AirNets public reports and communications are accurate, certifiable, complete, objective, relevant and timely.

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