STOCK PURCHASE AGREEMENT

Exhibit 10.1

STOCK PURCHASE AGREEMENT

DATED AS OF

DECEMBER 31, 2008

BETWEEN

AIR TRANSPORT GROUP HOLDINGS, INC.

AND

DANIEL J. PIERSON

FOR THE PURCHASE AND SALE

OF

100% OF THE COMMON STOCK

OF

TECHNICAL AERO SERVICES, INC.

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STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT") is dated as of December

31, 2008, by and between AIR TRANSPORT GROUP HOLDINGS, INC., a Nevada

corporation ("BUYER") and DANIEL J. PIERSON ("SELLER"). Buyer and Seller

individually may be referred to individually as a "PARTY" and collectively as

the "PARTIES."

RECITALS

WHEREAS, Seller is the beneficial owner of all of the outstanding shares of

common stock (collectively, the "SHARES") of TECHNICAL AERO SERVICES, INC., a

Florida corporation (the "COMPANY"); and

WHEREAS, Seller desires to sell the Shares to Buyer, and Buyer desires to

purchase the Shares from Seller, upon the terms and subject to the conditions

hereinafter set forth.

AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants and promises

contained herein, and other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the Parties, intending to be

legally bound, hereby agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. DEFINITIONS. (a) The following terms, as used herein, have

the following meanings:

"AFFILIATE" means, with respect to any Person, any entity or any other

Person directly or indirectly controlling, controlled by or under common control

with such Person.

"AFFILIATED GROUP" means, with respect to federal income Taxes, any

affiliated group of corporations (as defined in Section 1504(a) of the Code) of

which the Company are members and, with respect to any state, local or foreign

income, franchise or similar income-based Tax, the consolidated, combined or

unitary group of which the Company is a member.

"BALANCE SHEET" means the unaudited balance sheet of the Company as of the

Balance Sheet Date.

"BALANCE SHEET DATE" means December 31st, 2008.

"BUSINESS" means the business and operations of the Company as such are

conducted by the Company as of the date hereof in the ordinary course of

business for the industry.

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"BUSINESS DAY" means a day other than Saturday, Sunday or any other day on

which commercial banks in New York, New York are closed.

"CLOSING" has the meaning set forth in Section 2.02.

"CLOSING DATE" has the meaning set forth in Section 2.02.

"CASH CONSIDERATION" has the meaning set forth in Section 2.01(a).

"CODE" means the Internal Revenue Code of 1986, as amended, and the rules

and regulations promulgated thereunder.

"COMPANY" has the meaning set forth in the Recitals.

"COMPANY INTELLECTUAL PROPERTY RIGHTS" means all Intellectual Property

Rights owned by, or licensed to, the Company.

"COMPANY MATERIAL ADVERSE EFFECT" means any event or happening that causes

the Company to cease having a positive net revenue stream or substantially

reduces the existing positive net revenue stream as a direct result of such

event or happening.

"ERISA" means the Employee Retirement Income Security Act of 1974, as

amended, and the rules and regulations promulgated thereunder.

"ERISA AFFILIATE" means any other entity which would be treated as a single

employer with the Company under Section 414 of the Code.

"ESCROW AGREEMENT" has the meaning set forth in Section 2.03.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

"GOVERNMENTAL AUTHORITY" shall mean any federal, state, local or foreign

government or any subdivision, agency, instrumentality, authority, department,

commission, board or bureau thereof or any federal, state, local or foreign

court, tribunal or arbitrator.

"INTELLECTUAL PROPERTY RIGHT" means any trademark, service mark, trade

name, invention, patent, trade secret, copyright, know how (including any

registrations or applications for registration of any of the foregoing) or any

other similar type of proprietary intellectual property right.

"KNOWLEDGE" means, with respect to any Person, the actual knowledge of such

Person but, with respect to the Company, the actual knowledge of the Seller.

"LAWS" means any law, regulation, rule, order, judgment or decree of a

Governmental Authority.

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"LIEN" means, with respect to any property or asset, any and all liens,

encumbrances, charges, security interests, options, mortgages, easements or

pledges in respect of such property or asset.

"MATERIAL CONTRACT" means a contract that is essential to performance of

Company's business and without which, Company could not continue its operations

in the manner in which it is being conducted as of the Closing Date.

"PERMITTED LIENS" means: (i) specific Liens reflected or reserved against

in the Balance Sheet or disclosed in the notes thereto; (ii) Taxes and general

and special assessments not in default and payable without penalty or interest

or being contested in good faith; (iii) mechanic's, materialman's, carrier's,

repairer's and other similar Liens arising or incurred in the ordinary course of

business or that are not yet due and payable or are being contested in good

faith; or (iv) Liens arising or incurred in the ordinary course of business

since the Balance Sheet Date, which individually or in the aggregate do not have

a Company Material Adverse Effect.

"PERSON" means an individual, corporation, partnership, limited liability

company, association, trust or other entity or organization, including a

government or political subdivision or an agency or instrumentality thereof.

"REAL PROPERTY" means all real property that is owned or leased by the

Company.

"SEC" means the Securities and Exchange Commission.

"SECURITIES ACT" means the Securities Act of 1933, as amended, and the

rules and regulations promulgated thereunder.

"SHARES" has the meaning set forth in the Recitals.

"STOCK CONSIDERATION" has the meaning set forth in Section 2.01(b).

"TAX" means any federal, state, local or foreign income, gross receipts,

license, payroll, employment, excise, severance, stamp, occupation, premium,

windfall profits, environmental, unemployment, disability, real property,

personal property, sales, use, transfer, registration, value added, alternative

or add-on minimum, estimated or other tax of any kind whatsoever

"TAX AUDIT" shall mean any notice of deficiency, proposed adjustment,

adjustment, assessment, audit, examination or other administrative or court

proceeding, suit, dispute or other claim regarding Taxes.

"TAX RETURN" means any return, declaration, report, claim for refund or

information return or statement relating to Taxes, including any schedule or

attachment thereto, and including any amendment thereof.

"TAXING AUTHORITY" means any governmental authority (domestic or foreign)

responsible for the imposition of any Tax.

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"TRANSPORTATION CODE" means 49 U.S.C. Subtitle VII, as amended, and any

successor statute thereto and the Federal Aviation Regulations issued or

promulgated pursuant thereto.

Section 1.02. OTHER DEFINITIONAL AND INTERPRETATIVE PROVISIONS. Unless

specified otherwise, in this Agreement the obligations of any Party consisting

of more than one Person are joint and several. The words "hereof", "herein" and

"hereunder" and words of like import used in this Agreement shall refer to this

Agreement as a whole and not to any particular provision of this Agreement. The

captions herein are included for convenience of reference only and shall be

ignored in the construction or interpretation hereof. References to Articles,

Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and

Schedules of this Agreement unless otherwise specified. All Exhibits and

Schedules annexed hereto or referred to herein are hereby incorporated in and

made a part of this Agreement as if set forth in full herein. Any capitalized

terms used in any Exhibit or Schedule but not otherwise defined therein shall

have the meaning as defined in this Agreement. Any singular term in this

Agreement shall be deemed to include the plural, and any plural term the

singular. Whenever the words "include," "includes" or "including" are used in

this Agreement, they shall be deemed to be followed by the words "without

limitation," whether or not they are in fact followed by those words or words of

like import. "Writing," "written" and comparable terms refer to printing, typing

and other means of reproducing words (including electronic media) in a visible

form. References to any Person include the successors and permitted assigns of

that Person. References from or through any date mean, unless otherwise

specified, from and including or through and including, respectively.

ARTICLE 2

PURCHASE AND SALE

Section 2.01. PURCHASE AND SALE. Subject to the terms and conditions of

this Agreement, the Buyer hereby purchases the Shares from the Seller and the

Seller hereby sells, assigns, conveys, and transfers to the Buyer all of the

Seller's right, title, and interest in and to the Shares for a purchase price of

Two Million Five Hundred Thousand Dollars ($2,500,000) (the "PURCHASE PRICE").

The Buyer shall pay to the Seller the Purchase Price as follows:

(a) One Million Eight Hundred Seventy-Five Thousand Dollars ($1,875,000)

(the "CASH CONSIDERATION") shall be paid to the Seller on or before March 31,

2009 by wire transfer of immediately available funds to the bank account

designated in writing by the Seller. The payment obligation for the Cash

Consideration is evidenced by that certain promissory note substantially in the

form attached hereto as EXHIBIT A (the "NOTE"). Payment of the Cash

Consideration shall be not be subject to any right of set off by the Purchaser.

(b) Shares of the Buyer with an aggregate value of Six Hundred Twenty-Five

Thousand Dollard ($625,000), issued at the highest ask price on December 31,

2008 (the "STOCK CONSIDERATION"), shall be issued to the Seller on or before

March 31, 2009. Upon issuance of the Stock Consideration, the Buyer shall

deliver to the Seller, free and clear of all Liens, the stock certificates

representing the Shares, in such denominations as the Seller may request, dated

the issuance date, in the name of the Seller.

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Section 2.02. CLOSING. Upon mutual execution of this Agreement and the

Escrow Agreement, as defined below, on or before December 31, 2008 (the "CLOSING

DATE"), via electronic counterparts with original copies to follow:

(a) Seller shall deliver to the Escrow Agent, as defined below, the

certificates representing the Shares (the "SELLER'S CERTIFICATES") and executed

stock powers separate from the Seller's Certificates which will allow the Buyer

to transfer the Shares as necessary.

(b) The Buyer shall deliver to the Seller the executed Note.

Section 2.03. ESCROW AGREEMENT. As security for the Buyer's obligations

under this Agreement, the Seller's Certificates shall be delivered to K&L Gates

LLP, as "ESCROW AGENT," who shall maintain possession of the Seller's

Certificates along with fully executed stock powers separate from the

Certificates. In accordance with the escrow agreement, substantially in the form

attached hereto as EXHIBIT B (the "ESCROW AGREEMENT"), the Escrow Agent shall

release the Seller's Certificates as more fully set forth therein.

Section 2.04. USE OF CORPORATE FUNDS AND ASSETS. Prior to payment in full

of the Purchase Price, all proceeds of the Company shall remain in the Company's

bank accounts and shall not be removed except for payments to vendors or other

payments in the ordinary course of business. In no event shall the Buyer remove

any funds from the Company's bank accounts except as set forth above.

Additionally, prior to payment in full of the Purchase Price, neither the

inventory nor the assets of the Company shall be sold, disposed of, pledged,

leased or used other than in the ordinary course of business. Breach of this

Section 2.04 shall be an Event of Default under Section 8.01, below.

Section 2.05 ESCROW OF PROFITS. Prior to the payment in full of the

Purchase Price, any and all profits of the Company shall be deposited with the

Escrow Agent and disbursed in accordance with the Escrow Agreement.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE SELLER

Seller makes the following representations and warranties to Buyer with

respect to Company as of the date hereof (except to the extent expressly

relating to a specific date, in which event such representation or warranty

shall be made as of such date), which shall be unaffected by any investigation

heretofore or hereafter made by or on behalf of Buyer:

Section 3.01. CORPORATE EXISTENCE AND POWER. Company is a corporation duly

incorporated, validly existing and in good standing under the laws of its

jurisdiction of incorporation and has all corporate powers required to carry on

its business as now conducted.

Section 3.02. CORPORATE AUTHORIZATION AND BINDING EFFECT. The execution,

delivery and performance by Seller of this Agreement, and the consummation by

Seller and Company of the transactions contemplated hereunder and thereby have

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been duly authorized by all necessary corporate and shareholder action by Seller

and Company. Seller and Company have full power and authority to execute and

deliver this Agreement and to perform its obligations hereunder. This Agreement

is a valid and binding obligation of Seller and Company, enforceable in

accordance with its terms and conditions.

Section 3.03. GOVERNMENTAL AUTHORIZATION. The execution, delivery and

performance by Seller of this Agreement and the consummation by Seller of the

transactions contemplated hereby require no action by or in respect of, or

filing with, any Governmental Authority.

Section 3.04. NONCONTRAVENTION. The execution, delivery and performance by

Seller of this Agreement and the consummation by Seller and Company of the

transactions contemplated hereby does not and will not; (i) contravene or

conflict with the certificates or articles of incorporation or bylaws of the

Company; contravene or conflict with or constitute a violation of any provision

of any Law binding upon or applicable to Seller or Company or any of their

respective properties or assets; result in a violation or a breach of, or

constitute a default or require any consent under or give rise to a right of

termination, cancellation or acceleration of any right or obligation of Company

or to a loss of any benefit to which Company is entitled under any provision of

any note, bond, mortgage, indenture, lease, agreement, contract, obligation or

other instrument to which Company is bound, or any license, franchise, permit or

other similar authorization held by Company; or (iv) result in the creation or

imposition of any Lien on any asset of Company, except for any Permitted Liens.

Section 3.05. CAPITALIZATION. The Shares represent all of the issued and

outstanding capital stock of Company. All outstanding shares of capital stock of

Company are duly authorized, validly issued, fully paid, nonassessable and free

from preemptive rights. Except as set forth in this Section 3.05, there are no

outstanding shares of capital stock or other voting securities of or other

ownership interests in Company; ) securities of Company convertible into or

exchangeable for shares of capital stock or voting securities of or other

ownership interests in Company; or options or other rights to acquire from

Company, or any obligation of Company to issue, transfer or sell, any capital

stock or voting securities of or other ownership interests in Company or

securities convertible into or exchangeable for capital stock or voting

securities of or other ownership interests in Company (the items in clauses (i),

(ii) and (iii) being referred to collectively as the "COMPANY SECURITIES").

There are no outstanding obligations of Company to repurchase, redeem or

otherwise acquire any Company Securities. Company does not have any

subsidiaries.

Section 3.06. OWNERSHIP OF SHARES. Seller is the record and beneficial

owner of the Shares, free and clear of any Lien, and will transfer and deliver

to Buyer at the Closing valid title to the Shares, free and clear of any Lien.

Section 3.07. PERMITS; COMPLIANCE. (a) Company is in possession of all

franchises, grants, authorizations, licenses, permits, easements, variances,

exceptions, consents, certificates, approvals, clearances and orders of any

Governmental Authority necessary for Company to operate its Business as

currently conducted, to own, lease and operate its properties and to carry on

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the Business (the "COMPANY PERMITS") and the use and operation by Company of its

properties and the conduct of the Business comply with the requirements and

conditions of all Company Permits. A true and correct copy of each such Permit

is attached as SCHEDULE 2.

(b) All Company Permits are valid and in full force and effect. To the

Knowledge of Seller and/or Company, no suspension, cancellation or limitation of

any of Seller and/or Company Permits is threatened.

Section 3.08. FINANCIAL STATEMENTS. The unaudited consolidated balance

sheets of the Company as of December 31, 2008, and the related unaudited

consolidated statements of income, cash flows and stockholders equity for each

of the years ending December 31, 2006 and 2007 (collectively, the "FINANCIAL

STATEMENTS"), the financial position of the Company as of the dates thereof and

their consolidated results of operations, cash flows and stockholders equity for

the periods then ended have been provided to the Buyer. The Financial Statements

are attached as SCHEDULE 3.

Section 3.09. BOOKS AND RECORDS. The books of account, minute books and

stock record books of Company are complete and correct in all material respects

and have been maintained in accordance with reasonable and customary business

practices. The minute books of Company contain records that are complete and

correct in all material respects of all meetings of, and corporate action taken

by (including all actions by unanimous written consent), the shareholders and

directors of Company since its inception. True and complete copies of all minute

books and all stock record books of Company have heretofore been made available

to Buyer.

Section 3.10. ABSENCE OF CERTAIN CHANGES. As of the date of this Agreement,

Company has conducted its business in the ordinary course consistent with past

practices and there has not been, since December 31, 2008:

(a) any event, occurrence or development that has been the proximate cause

of any Company Material Adverse Effect;

(b) any declaration, setting aside or payment of any dividend or other

distribution with respect to any shares of capital stock of Company, or any

repurchase, redemption or other acquisition by Company of any outstanding shares

of capital stock or other securities of, or other ownership interests in, the

Company;

(c) any amendment of any material term of any outstanding security of the

Company;

(d) any incurrence, assumption, amendment or guarantee by the Company of

any indebtedness for borrowed money, or any foreign currency, hedging, financial

derivatives or similar transactions, other than in the ordinary course of

business and consistent with past practices;

(e) any creation or assumption by Company of any Lien, other than Permitted

Liens, on any asset of Company;

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(f) (i) any making of any loan, advance or capital contribution to or

investment in any Person by Company other than loans, advances, capital

contributions or investments made in the ordinary course of business consistent

with past practices; or (ii) any amendment of the terms of any loan to executive

officers or directors;

(g) any transaction or commitment made, or any contract or agreement

entered into, by Company relating to its assets or the Business (including the

acquisition or disposition of any assets), in either case, material to Company,

other than transactions and commitments in the ordinary course of business

consistent with past practices and those contemplated by this Agreement;

(h) any material change in any method of accounting or accounting practice

by Company.

(i) any payment, discharge or satisfaction of any material claim, liability

or obligation, except in the ordinary course of business or pursuant to the

terms of any Material Contract;

(j) any material modification to a Material Contract;

(k) except as required under applicable law or pursuant to existing

agreements, any grant of any severance or termination pay to any director,

officer or employee of Company, increase in compensation, bonus or other

benefits payable under any severance or retirement or termination pay policies

of Company, entering into of any employment, deferred compensation or other

similar agreement (or any amendment to any such existing agreement) with any

director, officer or employee of Company, except as provided in Section 7.03

below, or adoption of any new employee plan or modification of any employee

plan, in the case of each of clauses (i) through (iv), other than in the

ordinary course of business consistent with past practices; or

(l) any disposal or lapse of any rights to the use of any Company

Intellectual Property Right, which would have a Company Material Adverse Effect.

Section 3.11. NO UNDISCLOSED MATERIAL LIABILITIES. There are no material

liabilities or obligations of Company of any kind, other than:

(a) liabilities or obligations disclosed or provided for in the Balance

Sheet or expressly set forth on SCHEDULE 4;

(b) liabilities or obligations incurred in the ordinary course of business

since the Balance Sheet Date, which shall be disclosed on SCHEDULE 5;

(c) liabilities or obligations under existing Material Contracts of the

Company, which shall be disclosed on SCHEDULE 6;

(d) liabilities or obligations under this Agreement; and

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(e) other liabilities or obligations which in the aggregate would not

result in a Company Material Adverse Effect.

Section 3.12. LITIGATION. As of the date of this Agreement, to the

Knowledge of Seller and Company, there is no judicial or administrative action,

suit or proceeding pending or threatened against Seller or Company or relating

to the Business, any of the Company's properties or any of the officers or

directors of such Company before any court or arbitrator or before or by any

Governmental Authority that would, individually or in the aggregate, have a

Company Material Adverse Effect. The Company is not subject to any judgment,

order or decree that would result in a Company Material Adverse Effect. Any and

all litigation which Seller has Knowledge of, whether threatened, pending, or

resolved, shall be disclosed to Buyer before the Closing.

Section 3.13. TAXES. (a) Seller has filed all material Tax Returns for

Company due prior to the date of this Agreement. All such Tax Returns have been

correct and complete in all material respects and have been prepared in

substantial compliance with all applicable laws and regulations when filed.

Seller has paid all material Taxes shown or required to be shown on such

separate Tax Returns.

(b) There are no Liens for Taxes (other than Taxes not yet due and payable)

upon any of the Company Assets.

(c) Company has withheld and paid all employment, sales, use and other

Taxes required to have been withheld and paid in connection with any amounts

paid or owing to any employee, independent contractor, creditor or other third

party.