EXHIBIT 10.2 CONFIDENTIAL AGREEMENT This Agreement is entered by and between Donald D. Strench ("Strench") and AirNet Systems, Inc., an Ohio corporation ("AirNet"). WHEREAS, Strench is currently employed by, and is an officer of, AirNet; WHEREAS,...

                                                               EXHIBIT 10.2

                             CONFIDENTIAL AGREEMENT

      This Agreement is entered by and between Xxxxxx X. Xxxxxxx ("Strench") and
AirNet Systems, Inc., an Ohio corporation ("AirNet").

      WHEREAS, Strench is currently employed by, and is an officer of, AirNet;

      WHEREAS, AirNet desires to continue to employ Strench to perform certain
functions for AirNet at and after the Effective Date (as defined below);

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

      NOW, THEREFORE, in consideration of the mutual promises and other good and
valuable consideration contained herein, the parties agree as follows:

      1.    Strench will continue to satisfactorily discharge such duties and
            responsibilities as may be reasonably assigned to him by AirNet's
            Chief Executive Officer and, provided he does so, shall remain
            employed by AirNet with the title of Vice President until the date
            Strench resigns from AirNet ("Resignation Date"). Strench agrees to
            resign from AirNet upon the earlier of (i) six (6) months after
            receipt of a Resignation Request from AirNet pursuant to Section 2
            below or (ii) the date Strench commences comparable or satisfactory
            employment elsewhere. On the Resignation Date, Strench shall resign
            from all positions held at AirNet and AirNet shall, within a
            reasonable time before or after the Resignation Date, issue a press
            release announcing Strench's resignation.

      2.    At any time following six (6) months after the Effective Date of
            this Agreement as defined below, and upon six (6) months prior
            written notice, AirNet may request Strench to resign from AirNet
            ("Resignation Request"), and Strench shall resign from AirNet.
            During the notice period, Strench shall retain his then current
            title and reporting relationship and continue to receive his then
            current compensation but shall be under no obligation with respect
            to performance of any duties or responsibilities related to his
            employment at AirNet.

      3.    On or after the Effective Date of this Agreement, and upon two (2)
            weeks prior written notice from Strench to AirNet ("Notice of
            Resignation"), Strench may resign from AirNet.


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      4.    Upon the later of (i) August 28, 1998 or (ii) three (3) business
            days following the Effective Date of this Agreement, AirNet agrees
            to pay to Strench the sum of Two Hundred Thousand Dollars
            ($200,000.00) as a transaction bonus (the "Bonus") for Strench's
            role in the Quick acquisition transaction. Any public acknowledgment
            of this payment shall characterize such payment as a "bonus" based
            on performance and not as a termination payment.

      5.    Separate and apart from the Bonus, AirNet agrees to continue to pay
            Strench no less than his current compensation until the earlier of
            (i) the date on which a Resignation Request is delivered to Strench
            in accordance with Section 2 above or (ii) the Resignation Date.

      6.    Upon delivery of a Resignation Request to Strench in accordance with
            Section 2 above, AirNet shall pay Strench the sum of One Hundred
            Five Thousand Dollars ($105,000.00) payable in installments of Eight
            Thousand Seventy Six Dollars and Ninety-Two Cents ($8,076.92) every
            two weeks in accordance with the AirNet payroll schedule for a
            period of thirteen (13 pay periods). Any public acknowledgment of
            this payment shall characterize such payment as "salary" and not as
            a termination payment.

      7.    In the event Strench provides AirNet with a Resignation Notice
            within one (1) year of the Effective Date of this Agreement, then,
            within three (3) business days, AirNet shall pay to Strench the lump
            sum of One Hundred Five Thousand Dollars ($105,000.00) less any
            payments made by AirNet subsequent to delivery of a Resignation
            Request to Strench in accordance with Section 2 above and as set
            forth in Section 6 above. Any public acknowledgment of this payment
            shall characterize such payment as a "bonus" based on performance
            and not as a termination payment.

      8.    If Strench elects to exercise any of his AirNet stock options, he
            must do so no later than ninety (90) days following the Resignation
            Date. Strench shall not be subject to any AirNet purchase/sale
            "windows" following receipt of a Resignation Request from AirNet or
            a Resignation Notice and shall be indemnified by AirNet for any
            charges or claims arising from such exercise of such options or the
            sale of his AirNet stock.

      9.    Strench may maintain his current office at AirNet until ninety (90)
            days following receipt of a Resignation Request from AirNet. Strench
            may also retain his phone number, voice mail box, and electronic
            mail box at or through AirNet until the Resignation Date. Strench
            shall retain the privilege to "fly the system" at AirNet until the
            Resignation Date.


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      10.   Strench shall purchase his personal computer equipment, facsimile
            machine and cellular phone for the sum of Three Thousand Dollars
            ($3,000.00), which is the estimated fair market value of such
            equipment. The cellular phone contract for Strench's cellular phone,
            which is under AirNet's name, shall be terminated upon the
            resignation date. Until that time, AirNet shall continue to be
            responsible for all of Strench's associated cellular phone charges
            consistent with past practice.

      11.   All other current benefits of Strench's employment with AirNet,
            including group health insurance, shall be continued until the
            Resignation Date, at which time all compensation and benefits from
            AirNet to Strench shall cease, except as otherwise provided in this
            Agreement.

      12.   In consideration of the above payments and promises, which are in
            addition to what Strench would otherwise be entitled absent this
            Agreement, Strench releases and forever discharges AirNet, and
            AirNet's subsidiaries and all affiliated corporations, and AirNet's
            directors, agents, shareholders, predecessors, successors, employees
            and assigns, from any and all actions and causes of action with
            respect to any matter or thing occurring prior to the Effective Date
            hereof, including without limitation, any aspect of Strench's
            employment by, or separation from, AirNet, including but not limited
            to any and all claims under any federal, state, or local statute
            dealing with any type of discrimination in employment, and any claim
            for breach or contract or implied contract. Further, Strench
            covenants not to xxx AirNet and agrees to never commence, maintain,
            or prosecute any action, lawsuit, claim, charge, or grievance
            against AirNet or any affiliate of AirNet based upon any claim or
            cause of action which Strench has released in this Agreement.

      13.   AirNet and Strench agree that the negotiation and terms of this
            Agreement are strictly confidential and shall not be reported,
            divulged, publicized or in any way revealed to any person,
            corporation, agency or entity not a party to this Agreement, except:
            (a) as required by law and then only to the extent required by law;
            (b) to Strench's attorney or financial consultant; or (c) as
            otherwise may be agreed to by the parties.

      14.   In accordance with the Older Workers Benefit Protection Act, Strench
            acknowledges and agrees that: (1) he has been advised to consult
            with a person of his choice, including an attorney, prior to
            executing this Agreement; (2) he has had at least twenty-one (21)
            days from the date of receipt a draft of this Agreement to consider
            signing it; (3) the Agreement is written in clear and understandable
            language and Strench fully understands the terms hereof; and (4)
            after Strench signs this Agreement, he has seven (7) days from that
            date to change his mind and revoke the Agreement. To revoke the
            Agreement, Strench must clearly communicate his revocation decision
            to AirNet's Chief Executive Officer within the seven day period.
            Strench understands and agrees that should he revoke the Agreement
            as set forth above, AirNet's obligations under this


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            Agreement will be null and void. If Strench does not revoke the
            Agreement pursuant to this Section 14, the Agreement shall be deemed
            in full force and effect as of the eighth (8th) day following
            execution of the Agreement (the "Effective Date").

      15.   The terms of the Agreement consisting of four (4) pages, shall
            supersede any and all prior agreements of the parties, whether
            written or verbal, and are contractual in nature. The Agreement
            shall be subject to Ohio law, and may not be modified except by
            writing signed by Strench and AirNet's Chief Executive Officer.

                  IN WITNESS WHEREOF, the undersigned voluntarily and knowingly
            signed this Agreement this 6th day of August, 1998.

            WITNESSED:

            /s/ Xxxxxxx X. Xxxxxx              /s/ Xxxxxx X. Xxxxxxx
            -----------------------------      ---------------------------------
                                               Xxxxxx X. Xxxxxxx
            /s/ Xxx Xxxxxxx
            -----------------------------

                  IN WITNESS WHEREOF, the undersigned duly authorized officer of
            AirNet Systems, Inc. voluntarily and knowingly signed this Agreement
            this 6th day of August, 1998.

            WITNESSED:                         AIRNET SYSTEMS, INC.

            /s/ Xxxxxxx X. Xxxxxx              By: /s/ JGM
            -----------------------------         ------------------------------

            /s/ Xxx Xxxxxxx                    Its: CEO
            -----------------------------          -----------------------------

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