X0202 3 2005-07-20 0 0001011696 AIRNET SYSTEMS INC ANS 0001249693 CHADWICK JAMES M 12760 HIGH BLUFF DRIVE SUITE 240 SAN DIEGO CA 92130 1 0 0 0 Common Stock 487800 I See Footnote (1) Common Stock 34800 I See Footnote (2) Director Stock Option (Right to Buy) 4.26 Common Stock 20000 D Management Agreement related to these shares owned by Opportunity Partners, L.P. pursuant to which Mr. Chadwick receives a performance fee based on the investment performance of these shares. Management Agreement related to these shares owned by Nadel and Gussman Combined Funds LLC pursuant to which Mr. Chadwick receives a performance fee based on the investment performance of these shares. Options vest 20% on date of grant, July 20, 2005, and 20% on each of the first through fourth anniversaries of the date of grant. Options terminate on the earlier of (i) three months after the date on which Mr. Chadwick ceases to be a director of AirNet Systems, Inc. and (ii) July 20, 2015. /s/ James M. Chadwick 2005-07-28