Termination effective as of

Exhibit 10.2

July 19^th, 2006

Via Facsimile and Overnight Delivery

ABX Air, Inc.

145 Hunter Drive

Wilmington, Ohio 45177

Attn: Joe Hete, CEO

cc:     Joe Payne, VP and General Counsel

Re: ACMI Agreement, dated August 15th, 2003 (the “Agreement”) by and between DHL Express (USA), Inc. (the surviving corporate entity from the merger with AIRBORNE INC.) (“DHL”) and ABX AIR, INC. (“ABX”)

CHANGE TO THE SCOPE OF SERVICES

Dear Mr. Hete,

Pursuant to the terms of the Agreement and with reference to the sections 6.2, 12.3 (c) and 12.3 (d) of the Agreement, this letter shall serve as DHL official written notice to ABX concerning a change of scope of services resulting into the termination of 12 DC 9 aircraft and 10 DC86 aircraft, specified by tail number and listed below in the “Released Aircraft Statement”.

Released Aircraft Statement

Therefore, please remove all costs related to the operation of these aircraft from its monthly invoice, effective as of the tail number specific date of termination. ABX is kindly requested to reveal to/discuss with a team of DHL management within the forthcoming two weeks the impact on the Budget 2006 resulting from the termination of specific aircraft, and the recently issued adjusted level of operations.

Please feel free to contact me should you have any questions.

Very truly yours,

Peter Harn

SVP Airline Operations

Attachment: Agreed list of aircraft to be operated for DHL Network as of August 1^st, 2006.

ABX Aircraft Retained in DHL Network as of August 1, 2006