EXHIBIT 10.10 IRREVOCABLE STOCK POWER

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EXHIBIT 10.10

IRREVOCABLE STOCK POWER

         FOR VALUE RECEIVED , the undersigned, World Air Holdings, Inc., a Delaware corporation (hereinafter referred to as the " Assignor "), has fully and irrevocably granted, assigned and transferred, and hereby does fully and irrevocably grant, assign and transfer, to                         and the successors, transferees, assigns and personal representatives thereof (hereinafter collectively referred to as the " Assignee ") the following property:

100% of the shares of common stock of WORLD AIRWAYS, INC., a Delaware corporation, represented by certificate number 01.

        Assignor hereby irrevocably appoi