TERM LOAN AGREEMENT

                THIS TERM LOAN AGREEMENT, dated as of February 19, 2002 (this Agreement), is by and between AIRNET SYSTEMS, INC., an Ohio corporation (the Company), and Bank One, NA, a national banking association (the Bank).   The Company desires to obtain a term loan in the aggregate principal amount of $3,000,000 in order to provide funds for the financing of an aircraft, and the Bank is willing to make such term loan on the terms and conditions herein set forth.  In consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows:

ARTICLE I:  DEFINITIONS

                1.1           Certain Definitions.              As used herein the following terms shall have the following respective meanings:

                Credit Agreement shall mean the Credit Agreement dated as of December 31, 1999 among the Company, the lenders party thereto from time to time, including the Bank (the Lenders) and Bank One, NA, as agent for the Lenders, as such Credit Agreement as amended or modified from time to time pursuant to any amendments agreed to by the Bank, but without giving effect to any other amendments or modifications of the Credit Agreement.

                Eurodollar Base Rate means, with respect to the Eurodollar Loan for the relevant Interest Period, the applicable British Bankers Association LIBOR rate for deposits in U.S. dollars as reported by any generally recognized financial information services as of 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period, provided that, if no such British Bankers Association LIBOR rate is available to the Bank, the applicable Eurodollar Base Rate for the relevant Interest Period shall instead by the rate determined by the Bank to be the rate at which the Bank or one of its affiliate banks offers to place deposits in U.S. dollars with first-class banks in the London interbank market at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, in the approximate amount of such Eurodollar Loan and having a maturity equal to such Interest Period.

                Eurodollar Loan shall mean the Term Loan during any time it bears interest at the Eurodollar Rate.

                Eurodollar Rate shall mean, with respect to the Term Loan and the related Interest Period, the per annum rate that is equal to the sum of:

                (a)           one percent (1.0%) per annum, plus

                (b)           the rate per annum obtained by dividing (i) the Eurodollar Base Rate for such Interest Period by (ii) an amount equal to one minus the stated maximum rate (expressed as a decimal) of all reserve requirements (including, without limitation, any marginal, emergency, supplemental, special or other reserves) that is specified on the first day of such Interest Period by the Board of Governors of the Federal Reserve System (or any successor agency thereto) for determining the maximum reserve requirement with respect to eurocurrency funding (currently referred to as Eurocurrency liabilities in Regulation D of such Board) maintained by a member bank such System;

all as determined by the Bank, such sum to be rounded up, if necessary, to the nearest whole multiple of one one-hundredth of one percent (1/100 of 1%).

                Interest Payment Date shall mean the 19 day of each month occurring after the date hereof, commencing with the first such day occurring after the date of this Agreement, except that an adjustment will be made if any Interest Payment Date would otherwise fall on a day that is not a New York Banking Day and a London Banking Day so that the Interest Payment Date will be the first following day that is a New York Banking Day and a London Banking Day, unless that day falls in the next calendar month, in which case the Interest Payment Date will be the first preceding day that is a New York Banking Day and a London Banking Day.

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