EXHIBIT 10.9 IRREVOCABLE STOCK POWER

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EXHIBIT 10.9

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 WORLD RISK SOLUTIONS, LTD., a company limited by shares organized under the laws of Bermuda, represented by certificate number             .

        Assignor hereby i