TRANSFER AGREEMENT

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EXHIBIT 2.2

TRANSFER AGREEMENT

        THIS TRANSFER AGREEMENT (this " Agreement "), dated as of January 10, 2005, is made and entered into by and between World Air Holdings, Inc., a Delaware corporation (" Holdings "), and World Airways, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (the " Company "). Holdings and the Company are sometimes herein individually referred to as a " Party " and, collectively, as the " Parties. "

W I T N E S S E T H:

         WHEREAS , Holdings and the Company have completed an internal corporate restructuring (the " Restructuring ") pursuant to which the Company merged with a wholly-owned subsidiary of Holdings, pursuant to Section 251(g) of the Delaware General Corporation Law, with the Company surviving such merger as a wholly-owned subsidiary of Holdings; and

         WHEREAS , in connection with the Restructuring, the Company wishes to transfer certain assets and liabilities to Holdings and Holdings wishes to accept such assets and assume such liabilities.

         NOW , THEREFORE , in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties hereby agree as follows:

        Section 1.     Transfer of Assets.     The Company hereby assigns, transfers, conveys and disposes all of the Transferred Assets (as defined below) to Holdings, and Holdings hereby accepts the Transferred Assets. The term " Transferred Assets " shall mean (i) the limited liability company interes