J. LEONARD MARTIN EMPLOYMENT AGREEMENT

J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and

entered into as of the 30th day of September, 1997, by and among

MOUNTAIN AIRCRAFT SERVICES, LLC, a North Carolina limited

liability company ("Employer"); and J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ , an

individual having an address at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇-

▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Employee").

Background Statement

Employee is the current President and Chief Operating

Officer of Employer along with being the Chief Executive Officer

of Global Ground Support, LLC ("Global") and a Vice President of

Air Transportation Holding Company, Inc. ("AirT"). Employee has

been instrumental in successfully developing, expanding and

increasing the business and earnings of Employer, AirT and

Global. Employer desires to ensure that the services of Employee

will continue to be available to it on a mutually satisfactory

basis. In the course of his employment with Employer, Employee

will have access to trade secrets and proprietary information of

Employer. Accordingly, Employee has and will continue to acquire

the knowledge and ability to compete with Employer. Employer has

offered Employee an employment agreement on the terms and

pursuant to the conditions hereof, including the stability and

security provided to Employee by the arrangement provided for

herein. The parties agree that the execution and delivery of

this Agreement is a condition precedent to the benefits extended

to Employee hereunder. Employee agrees that the benefits

provided for herein are adequate and sufficient consideration for

the covenants made by Employee hereunder, including, without

limitation, the covenant not to compete.

NOW, THEREFORE, for valuable consideration, the receipt of

which is hereby acknowledged, the mutual duties and obligations

set forth herein, and intending to be legally bound, the parties

hereto agree as follows:

1. Employment. Employer hereby agrees to employ Employee

and Employee hereby agrees to serve Employer upon the terms and

conditions set forth in this Agreement in the capacity set forth

on Exhibit A attached hereto, with the duties and

responsibilities of such positions to be determined from time to

time by the President and/or Chief Executive Officer of AirT.

2. Term.

(a) Statement of Term. The term of this Agreement shall

begin on October 1, 1997, and end on September 30, 1999, or on

such later date to which the term of this Agreement may be

extended pursuant to the provisions of this Paragraph 2.

(b) Automatic Extension. Subject to subparagraph (c) of

this Paragraph 2, the term of this Agreement shall be extended

automatically for one year effective on the 1st day of December,

1997, and on the 1st day of each succeeding December.

Employer, by written notice delivered to the other, may at any

time elect to terminate the automatic extension provisions of

subparagraph (b) of this Paragraph 2. Such election shall apply

only to extensions that would otherwise become effective after

delivery of such notice and shall not apply to extensions that

have theretofore become effective.

3. Compensation, Incentives and Employee Benefits.

(a) Base Salary. Employer shall pay to the Employee for

his performance of services hereunder a base salary ("Base

Salary") at the rate of not less than One Hundred Fifteen

Thousand and No/100 ($115,000.00) per year for the period of this

Agreement. The Employee's Base Salary rate shall be reviewed by

Employer annually. From and after the effective date of any such

change the increased rate shall become the Base Salary rate

applicable thereafter. Base Salary shall be paid in bi-weekly

installments and shall be prorated for any partial months of

employment.

(b) Incentive Compensation. Employer shall pay to Employee

incentive compensation ("Incentive Compensation") equal to 2

percent (2%) of Employer's and Global's yearly earnings before

income taxes or extraordinary items. Amounts payable under this

subparagraph, if any, shall be paid within fifteen (15) days

after AirT files its Annual Report on Form 10-K with the

Securities and Exchange Commission. Amounts otherwise payable

hereunder shall be prorated for a partial year's employment in

the event Employee's employment is terminated by Employer during

the course of its fiscal year.

and Incentive Compensation provided for above, Employer shall

provide to the Employee the opportunity to participate in all

life insurance, medical, dental, optical, disability, and other

employee benefit plans (collectively, "Employee Benefit Plans")

sponsored from time to time by Employer and covering its

employees generally or a particular group of its employees of

which the Employee is a member (including participation by the

Employee's dependents to the extent they are eligible under the

terms of such plans), subject to the terms and conditions of such

benefit plans.

(d) Reimbursement of Expenses. Employer shall pay or

reimburse Employee for all reasonable travel and other expenses

incurred by him in performing his obligations under this

Agreement. Such expenses shall be appropriately submitted and

approved in accordance with the policies approved by Employer.

(e) Vacation. Employee shall be entitled to four weeks

paid annual vacation in accordance with the normal policies of

Employer.

(f) Automobile Allowance. Employee shall be entitled to an

automobile allowance of $400.00 per month.

4. Duties. During the term hereof, Employee shall devote

all of his business time, attention, skills and efforts to the

business of Employer and the faithful performance of his duties

hereunder; provided, however, that (i) nothing contained herein

shall prevent Employee from making outside investments consistent

with the provisions contained herein and (ii) with the approval

of the Board of Directors of AirT, from time to time Employee may

serve, or continue to serve, on the boards of directors of, and

hold any other offices or positions in, companies or

organizations which, in the AirT Board of Directors' judgment,

will not present any conflict of interest with Employer, or

materially affect the performance of Employee's duties pursuant

to this Agreement.

5. Termination.

(a) Termination By Employer Without Cause. The parties

recognize (i) that Employer has the duty to use its judgment in

the best interests of Employer in determining whether to

terminate Employee's employment under this Agreement even though

there may be no legal cause therefor, and (ii) that any action or

inaction of Employer pursuant to clause (i) shall not prejudice

the rights of Employee under this Agreement. Accordingly, the

parties agree that, subject to all other provisions of this

Paragraph 6, Employer shall have the right at any time during the

term of this Agreement to terminate this Agreement without cause.

Termination of this Agreement shall be deemed to occur on the

date Employee is notified thereof.

(b) Termination by Employee. Employee may terminate his

employment with Employer, for any reason or without reason,

during the term hereof. Such termination must be accompanied by

the delivery of at least 30 days' written notice delivered to

Employer.

Employee's employment hereunder pursuant to Paragraph 5(a) hereof

for any reason other than for "Cause", as defined herein, then

immediately upon the effectiveness of the termination Employer

shall make a lump sum cash payment to Employee in an amount equal

to one (1) year of Base Salary.

(d) Disability. If the Employee is unable to perform his

duties hereunder for a period of three (3) consecutive months due

to disability (as defined by the primary disability insurance

carrier then providing such insurance coverage for the Employer's

executive officers), this Agreement may be terminated at

Employer's discretion by giving to the Employee written notice

specifying a termination date subsequent thereto and also

subsequent to the end of said three (3) month period.

(e) No Mitigation. Employee shall have no obligation to

seek other employment in the event of termination of his

employment and no compensation or other benefits received by

Employee from any other employment shall reduce or limit

Employer's obligation to make payment under this entire Paragraph

(f) Definitions. Termination for "Cause" shall mean

termination because of conviction by a court of competent

jurisdiction of theft from Employer, conviction by a court of

competent jurisdiction of embezzlement of the Employer's funds,

conviction by a court of competent jurisdiction of falsification

of the Employer's records, conviction by a court of competent

jurisdiction of fraud committed against Employer, conviction by a

court of competent jurisdiction of a felonious criminal act

involving Employer or while engaged in conduct of Employer's

business, incompetence due to the use of or reporting to work

under the influence of alcohol, narcotics, other unlawful drugs

or controlled substances, legal incapacity, insanity, act or acts

involving dishonesty or misconduct which have or may reasonably

be expected to have a material adverse effect on the business or

reputation of Employer, breach of fiduciary duty to Employer,

willful and substantial failure to perform stated duties or

lawful directives of Employer, or material breach of any

provision of this Agreement.

6. Confidential Information. Employee shall not, at any

time during or following his employment by Employer regardless of

the reason for such termination of employment, furnish, divulge,

communicate, use to the detriment of Employer or for the benefit

of any business, firm, person, partnership, trust or corporation,

or otherwise, any of Employer's confidential information, data,

trade secrets, sales methods, names of customers, advertising

methods, financial affairs or methods of procurement, or take

with him any document or paper relating to the foregoing, it

being acknowledged that Employee received or obtained all of the

above in confidence and as a fiduciary of Employer.

7. Non-Competition. Employee agrees that, during

Employee's employment with Employer and for a period of one (1)

year thereafter, whether Employee leaves voluntarily or

involuntarily:

(a) Employee will not directly or indirectly,

individually or as a partner, employee, stockholder,

consultant, agent, officer, director, advisor or in any

other capacity, solicit any of the customers of Employer for

the purpose of selling any service or product similar to

those provided by Employer, or in any manner attempt to

induce any of Employer's customers or suppliers to withdraw,

reduce or divert any of their business from Employer or

otherwise interfere or attempt to interfere with any

business relationship between Employer and its customers or

suppliers. For the purposes of this Paragraph 7(a),

customers shall mean (i) any client, account or customer of

the Employer that has transacted any business with or been

contacted by Employer within the twelve months preceding the

date hereof, and (ii) any other client, account or customer

of Employer that has done business with Employer within two

years of the date of such separation or termination;

(b) Employee will not in any manner induce or attempt

to induce any of Employer's employees to leave the

employment of Employer to become associated with any

business operation engaged in the air cargo or air freight

business;

as principal, agent, manager, employee, owner (if the

percentage of ownership exceeds one percent (1%) of the net

worth of the business), partner (general or limited),

director, officer, consultant or in any other capacity,

participate in any business operation engaged in the

aircraft deicer, air cargo or air freight business;

8. Limitations on Scope. Because of the present and

contemplated future operations of Employer in the geographic

areas hereinafter set forth, it is further understood and agreed

by the parties hereto that the restriction set forth in Paragraph

7(c) shall apply to a business engaged in the aircraft deicer,

air cargo, air freight, aircraft maintenance or aircraft parts

brokering business or businesses in the following geographic

areas:

(i) The State of Kansas;

(ii) The State of Illinois;

(iii) The State of North Carolina;

(iv) The State of Florida;

(v) Any State contiguous with the State of

Kansas;

(vi) Any State contiguous with the State of

Illinois;

(vii) Any State contiguous with the State of

North Carolina;

(viii) Any State contiguous with the State of Florida;

(ix) Any State east of the Mississippi River;

(x) Any State west of the Mississippi River;

(xi) Any State of the United States of America;

and

(xii) Any location in the World.

The parties intend the above geographical areas to be

completely severable and independent, and any invalidity or

unenforceability of this Agreement with respect to any one area

shall not render this Agreement unenforceable as applied to any

one or more of the other areas.

9. Severability. If any provision contained in this

Agreement shall for any reason be held invalid, illegal or

unenforceable in any respect, such invalidity, illegality or

unenforceability shall not affect any other provision of this

Agreement but this Agreement shall be construed as if such

invalid, illegal or unenforceable provision had never been

contained herein. The parties agree that in the event a court

should determine that this Agreement or any of the covenants

contained herein is unreasonable, void or invalid, for any reason

whatsoever, then in such event, the parties hereto agree that the

duration, geographical or other limitation imposed herein should

be as the court, or jury, if applicable, should determine to be

fair and reasonable, it being the intent of each of the parties

hereto to be subject to an agreement that protects the legitimate

competitive interests of Employer and does not unreasonably

curtail the rights of the Employee.

10. Employee's Representation. Employee represents that

his experience and capabilities are such that the provisions of

Paragraphs 7 and 8 will not prevent him from earning a

livelihood.

11. Employer's Right to Obtain an Injunction. Employee

acknowledges that Employer will have no adequate means of

protecting its rights under Paragraphs 7 and 8 of this Agreement

other than securing an injunction. Accordingly, Employee agrees

that Employer is entitled to enforce this Agreement by obtaining

a preliminary and permanent injunction and any other appropriate

equitable relief in a court of competent jurisdiction. Employee

acknowledges that the recovery of damages by Employer will not be

an adequate means to redress a breach of this Agreement. Nothing

contained in this Paragraph, however, shall prohibit Employer

from pursuing any remedies in addition to injunctive relief,

including recovery of damages.

12. General Provisions.

(a) Entire Agreement. This Agreement contains the entire

understanding between the parties hereto relating to the

employment of Employee by Employer and supersedes any and all

prior employment, compensation or retirement agreements between

Employer or any predecessors of Employer or any of its

subsidiaries and Employee.

(b) Nonassignability. Neither this Agreement nor any right

or interest hereunder shall be assignable by Employee, his

beneficiaries or legal representatives, without the prior written

consent of Employer; provided, however, that nothing shall

preclude (i) Employee from designating a beneficiary to receive

any benefit payable hereunder upon his death, or (ii) the

executors, administrators or other legal representatives of

Employee or his estate from assigning any rights hereunder to the

person or persons entitled thereunto.

upon, and inure to the benefit of, Employee and Employer and

their respective permitted successors and assigns.

(d) Amendment or Modification of Agreement. This Agreement

may not be modified or amended except by an instrument in writing

signed by the parties hereto.

(e) Insurance. Employer, at its discretion, may apply for

and procure in their own name and for its own benefit, life

insurance on Employee in any amount or amounts considered

advisable; and Employee shall have no right, title or interest

therein, and further, Employee agrees to submit to any medical or

other examination and to execute and deliver any applications or

other instruments in writing as may be reasonably necessary to

obtain such insurance.

(f) Notices. All notices under this Agreement shall be in

writing and shall be deemed effective when delivered in person

(in the case of Employer, to its Chief Executive Officer) or when

mailed, if mailed by certified mail, return receipt requested.

Notices mailed shall be addressed, in the case of Employee, to

him at his residential address currently on file with Employer,

and in the case of Employer, to its corporate headquarters,

attention of the President, or to such other address as Employer

or Employee may designate in writing at any time or from time to

time to the other party. In lieu of notice by deposit in the

U.S. mail, a party may give notice by telegram or telex.

(g) Waiver. No delay or omission by either party hereto in

exercising any right, power or privilege hereunder shall impair

such right, power or privilege, nor shall any single or partial

exercise of any right, power or privilege preclude any further

exercise thereof or the exercise of any other right, power or

privilege. The provisions of this Paragraph 12(g) cannot be

waived except in writing signed by both parties.

(h) Governing Law. This Agreement shall be governed and

construed in accordance with the laws of the State of North

Carolina, exclusive of its choice of law provisions.

IN WITNESS WHEREOF, the parties have executed this Agreement

as of the date first above written.

Employer:

MOUNTAIN AIRCRAFT SERVICES, LLC

By: ____________________________
Its: ___________

Employee:

______________________________
J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

EXHIBIT A

1. President and Chief Operating Officer of Mountain Aircraft
Services, LLC.

2. Chief Executive Officer of Global Ground Support, LLC.

3. Vice President of Air Transportation Holding Company, Inc.

J. LEONARD MARTIN EMPLOYMENT AGREEMENT

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