CONSENT TO ASSIGNMENT AND ASSUMPTION OF ACMI SERVICE AGREEMENT and HUB AND LINE-HAUL SERVICES AGREEMENT

Exhibit 10.24

CONSENT TO ASSIGNMENT AND ASSUMPTION OF ACMI SERVICE

AGREEMENT and HUB AND LINE-HAUL SERVICES AGREEMENT

ABX Air, Inc. (“ABX”) hereby consents to the assignment by DHL Express (USA), Inc., an Ohio corporation ( “Assignor”), to DHL Network Operations (USA), Inc., an Ohio corporation (“Assignee”), of the ACMI Service Agreement, as amended and the Hub and Line-Haul Services Agreement, as amended (together referred to as the “Agreements”), by and between ABX and Assignor (as successor-in-interest to Airborne, Inc.). A copy of the Assignment and Assumption Agreement to be entered into by and between Assignor and Assignee effective December 31, 2005 is attached hereto and is incorporated herein by this reference.

Assignee shall assume all of the obligations, responsibilities and duties of Assignor under the Agreements.

The granting of the foregoing consent does not constitute a consent to any further assignment of the Agreements.

Date: December 28, 2005

ATTACHMENT 1

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption (this “Assignment”) dated as of December 31, 2005, is made by and between DHL EXPRESS (USA), INC., an Ohio corporation (&#822