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                                                                   EXHIBIT 10.26

                             EMPLOYMENT AGREEMENT
                          DATED AS OF JANUARY 4, 1999
                                    BETWEEN
                            AIR TRAN HOLDINGS, INC.
                                      AND
                               JOSEPH B. LEONARD


This Employment Agreement (henceforth the "Agreement") is made and entered into
as of this Fourth day of January 1999 (the "Effective Date") by and between
JOSEPH B. LEONARD (henceforth the "Executive") and AIR TRAN HOLDINGS, INC., a
Nevada corporation (henceforth the "Company").

                                    RECITALS

A.   The non-management members of the Company's Board of Directors (henceforth
     the "Board") believe the Executive to be the best qualified individual to
     protect and enhance the best interests of the Company and its stockholders
     and that entering into this Agreement to ensure the Executive's long-term
     employment with the Company is in the best interests of the Company and its
     stockholders.

B.   The Company recognizes that, as in the case of many publicly-held
     corporations, the possibility of a change of control may exist and that the
     uncertainty and questions which such possibility may raise among management
     may result in the departure or distraction of management personnel to the
     detriment of the Company and its stockholders.

C.   The non-management members of the Board have determined that in the event
     of that contingency, it is imperative to be able to rely on management's
     continuance and in particular, the leadership of the Executive and that
     appropriate steps should be taken to secure that essential service.

D.   The Executive and the Company now desire to enter into this Agreement.

                                CONTRACT TERMS


1.   DEFINITIONS


     1.1  "Affiliate" means any Person directly or indirectly controlling or
          controlled by or under the direct or indirect common control with such
          Person. For purposes of this definition, "control" when used with
          respect to any Person means the power to direct the management and
          policies of such Person, directly or indirectly, whether through the
          ownership of voting securities, by contract or otherwise.

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     1.2  "Affiliated Company" means


          1.2.1  A member of a controlled group of corporations of which the
                 Company is a member or;

          1.2.2  An unincorporated trade or business which is under common
                 control with the Company as determined in accordance with
                 Section 414(c) of the Internal Revenue Code of 1986, as amended
                 (henceforth the "Code") and regulations issued thereunder.

          1.2.3  For purposes hereof, a "controlled group of corporations" shall
                 mean a controlled group of corporations as defined in Section
                 1563(a) of the Code determined without regard to Section
                 1563(a)(4) and (e)(3)(C) of the Code.

     1.3  A "Change of Control" will be deemed to have occurred in the event
          that, after the date of this Agreement:

          1.3.1  Any Person, or Persons acting together that would constitute a
                 "group" (a "Group"), for purposes of Section 13(d) of the
                 Securities Exchange Act of 1934 as from time to time amended,
                 together with any Affiliates or Related Persons thereof (other
                 than any employee stock ownership plan), beneficially owns 50%
                 or more of the total voting power of all classes of Voting
                 Stock of the Company;

          1.3.2  Any Person or Group, together with any Affiliates or Related
                 Persons thereof, succeeds in having a sufficient number of its
                 nominees elected to the Board of Directors of the Company such
                 that such nominees, when added to any existing director
                 remaining on the Board of Directors of the Company after such
                 election who is an Affiliate or Related Person of such Person
                 or Group, will constitute a majority of the Board of the
                 Company;

          1.3.3  There occurs any transaction, or series of related
                 transactions, and the beneficial owners of the Voting Stock of
                 the Company immediately prior to such transaction (or series)
                 do not, immediately after such transaction (or series),
                 beneficially own Voting Stock representing more than 50% of the
                 voting power of all classes of Voting Stock of the Company (or
                 in the case of a transaction (or series) in which another
                 entity becomes a successor to the Company, of the successor
                 entity); or,

          1.3.4  The Company shall cease to own a majority of the capital stock
                 of its operating subsidiaries, provided that the foregoing
                 shall not apply with respect to any such Person or Group
                 referred to in

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                 Clauses 1.3.1 or 1.3.2 above, which consists exclusively, or to
                 any transaction (or series) referred to in Clause 1.3.3 above
                 if at least 50% of such voting power is beneficially owned
                 immediately thereafter by any Person or Group, which consists
                 exclusively, of any one or more Permitted Holders and their
                 Affiliates (while they are such).


     1.4  "Disability" shall mean the permanent and total inability by reason of
          mental or physical infirmity or both, of the Executive to perform the
          work customarily assigned to him. Additionally, a medical doctor,
          selected or approved by the Board must advise the Board that it is
          either not possible to determine when such Disability will terminate
          or that it appears probable that such Disability will be permanent
          during the remainder of the Participant's lifetime. If the Company
          secures an "own occupation" disability policy to cover its liability
          pursuant to this Agreement, such definition in the policy shall be
          deemed to control.
                          
     1.5  "Person" means any individual, corporation, partnership, trust, joint
          venture or other legal entity holding, or acquiring Voting Stock of
          the Company.

     1.6  "Permitted Holder" means Robert L. Priddy, Maurice J. Gallagher, Jr,
          Lewis H. Jordan, Stephen C. Nevin, Thomas Kalil, Don. L. Chapman and
          Timothy P. Flynn.

     1.7  "Related Person" means any Person owning:

          1.7.3  5% or more of the outstanding Common Stock of such Person; or,

          1.7.4  5% or more of the Voting Stock of such Person.


     1.8  "Termination for Cause" means the termination as a result of a
          conviction for a willful violation of any law, rule or regulation
          (other than traffic violations or similar offenses), that results in a
          material loss to the Company or one of its Affiliates, or a material
          breach of this Agreement on the part of the Executive that is not
          cured within ten (10) business days of notification by the Company.

     1.9  "Voting Stock" means any equity security or series of equity
          securities, issued by the Company which are entitled to vote for
          Directors of the Company.

2.   TERM

     2.1  Initial Term - The term of this Agreement shall commence on the date
          first noted above, and shall terminate on December 31, 2001 unless
          extended, pursuant to Section 2.2.

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     2.2  Extension - This Agreement shall be automatically extended by one year
          each January 1, unless the Company or Executive provides 90 days
          notice before such anniversary date of the intention to terminate the
          Agreement.

3.   POSITION AND DUTIES

     3.1  Executive shall be employed by the Company no later than January 11,
          1999 as its President, Chief Executive Officer and Chairman of the
          Board. Executive shall report directly and solely to the Company's
          Board. Executive agrees to serve as Chairman of the Board. The duties
          and responsibilities of the Chairman of the Board, President and Chief
          Executive Officer shall be as defined in the by-laws of the Company in
          effect as of the date hereof, and shall be without consideration of
          other positions the Executive may hold with the Company. Executive's
          services are mutually agreed to be unique.

     3.2  During Executive's period of service hereunder, Executive agrees to
          perform such services not inconsistent with his position as shall from
          time to time be assigned to him by the Company's Board. During the
          Term (both the Initial Term and as extended), except for disability,
          illness and vacation periods, Executive shall devote his full
          productive time, attention and energies to the position of Chairman of
          the Board, President and Chief Executive Officer.

     3.3  Executive's expenditure of reasonable amounts of time in connection
          with outside activities, not competitive with the business of the
          Company, such as outside directorships or charitable or professional
          activities shall not be considered in contravention of this Agreement
          so long as such activities do not materially interfere with his
          performance of this Agreement . Further, it is understood and agreed
          by the parties hereto that Executive is entitled to engage in passive
          and personal investment activities not materially interfering with his
          performance of this Agreement.

     3.4  Service as an executive of an Affiliated Company, whether separately
          compensated or not, shall not be considered in contravention of this
          Agreement.

4.   SALARY

     4.1  Throughout the Initial Term of this Agreement, the Executive shall
          receive an annual base salary of at least $350,000.

     4.2  The Board (or such committee designated by the Board) shall review the
          Executive's salary at least annually, at or before the first regularly

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          scheduled Board meeting following the annual stockholders' meeting of
          each fiscal year. The Board (or the relevant committee) may increase
          the base salary based upon relevant considerations, including, but not
          limited to the performance of the Executive and the Company, changes
          in the cost of living and competitive compensation data.

5.   INCENTIVE COMPENSATION

     5.1  In addition to the salary stated in Section 4, the Executive shall be
          eligible for an annual cash incentive award based on his performance
          and the performance of the Company. Unless otherwise amended by the
          Company with the agreement of the Executive, the annual cash incentive
          award shall be calculated in the following manner:

          5.1.1  The Board shall note the Applicable T-Bill Rate at the
                 commencement of the year, such rate equal to the current 
                 twelve-(12) month Treasury Bill rate as of January 1.

          5.1.2  A Multiplier shall be established equal to one hundred percent
                 (100%) divided by the difference between twenty percent (20%)
                 and the Applicable T-Bill Rate.

          5.1.3  At the close of the fiscal year, the Company shall compute its
                 Return On Equity, as follows:

                 5.1.3.1  Income shall be determined as pre-tax, pre-bonus
                          income, less estimated taxes, determined by Generally
                          Accepted Accounting Principles;

                 5.1.3.2  Equity shall be determined as Stockholder's Equity as
                          of the close of the immediately preceding Fiscal Year,
                          as determined by Generally Accepted Accounting
                          Principles.

                 5.1.3.3  Return on Equity shall be determined by dividing
                          Income (as determined in Section 5.1.3.1) by Equity
                          (as determined in 5.1.3.2)

          5.1.4  The difference between the Return on Equity and the Applicable
                 T-Bill Rate shall be multiplied by the Multiplier to determine
                 the Executive's Incentive Percentage.

          5.1.5  The Incentive Percentage shall be multiplied by the Executive's
                 current base salary of record to determine his incentive
                 payment for the year.

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          5.1.6  If the payment pursuant to Section 5.1.5 would exceed one-
                 hundred and fifty percent (150%) of the Executive's base
                 salary, such payment shall be capped at 150% of base salary.

6.   STOCK OPTIONS

     6.1  Executive shall be eligible to participate in any Stock Option plans
          maintained by the Company and any additional or successor plans
          created from time to time.

     6.2  As of the Effective Date, or the date on which the selection of the
          Executive as President, Chief Executive Officer and Chairman is
          reported in the national news media, whichever occurs first, the
          Executive shall be granted a Stock Option for the purchase of
          1,500,000 shares of the Company's Common Stock. The option shall:

          6.2.1  Have an exercise price equal to 100% (one hundred percent) of
                 the fair market value of the Company's Common Stock as of the
                 closing price of the date of grant as traded on the NASDAQ
                 National Market.

          6.2.2  Vest in three installments at the rate of 40% on the first
                 anniversary of the grant, 30% on the second anniversary of the
                 grant and 30% on the third anniversary of the grant.

          6.2.3  Vest 100% if the Executive is terminated without Cause
                 (including termination due to death or Disability), after July
                 11, 2000. If the Executive is terminated without Cause
                 (including termination due to death or Disability) prior to
                 July 11, 2000, 1,000,000 Options shall be vested.

          6.2.4  Accelerate and become fully vested in the event of a Change of
                 Control.

          6.2.5  Be exercisable for a period of 10 years following the grant,
                 subject to earlier termination only if the Executive is
                 terminated for Cause pursuant to Section 13.2 or terminates his
                 employment other than pursuant to Section 14. If the Executive
                 terminates employment due to death or Disability, the
                 provisions of the Company's stock option plan shall control, as
                 to time allowable to exercise vested stock options.

          6.2.6  Provide that if antidilution protection is provided to any
                 member of a group including Messrs. Lewis Jordan, Robert Priddy
                 or Rob Swenson, identical protection shall be extended to the
                 Options granted to the Executive pursuant to this Agreement.

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     6.3  In addition to the Stock Option grant pursuant to Section 6.2 the
          Executive shall be eligible for additional grants on an annual basis,
          consistent with other executives of the Company and competitive
          practices.

7.   SIGNING BONUS

     The Company acknowledges that the Executive has forfeited significant
     valuable rights regarding stock options, restricted stock, deferred
     compensation and retirement benefits, both qualified and non-qualified from
     his former employer in accepting the position with the Company. In
     recognition of this, as well as the risk assumed by the Executive in this
     position, the Company shall provide to the Executive a lump sum cash
     payment of $100,000 payable on the Effective Date.

8.   REIMBURSEMENT OF EXPENSES

     The Executive shall be authorized to incur and shall be reimbursed by the
     Company for all reasonable expenses for the advancement of the Company's
     business pursuant to standing Company policy at least monthly.

9.   MOVING EXPENSES

     9.1. Recognizing that it is in the interests of the Company that the
          Executive commence work at Company headquarters as quickly and
          efficiently as possible, the Company will reimburse the Executive for
          actual expenses connected with selling his primary residence in
          California, acquiring a new residence and relocating. Such
          reimbursement shall include, but not be limited to:

          9.1.1  Commissions on the sale of the Executive's current primary
                 residence;

          9.1.2  All transfer fees and taxes connected with the Executive's
                 current residence which are typically paid by the seller,
                 exclusive of any capital gains associated with the sale of the
                 residence;

          9.1.3  Reasonable house-hunting expenses for the Executive and the
                 Executive's spouse;

          9.1.4  Closing costs on the purchase of a new residence, including all
                 fees and taxes which are typically paid by the buyer, including
                 any mortgage points;

          9.1.5  All costs connected with the transportation of the Executive,
                 his family and household goods from California to his new
                 residence.

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          9.1.6  The provision of an apartment in the Orlando area for two
                 months.

     9.2  The Executive will exercise reasonable judgment with regard to
          incurring moving expenses to control such costs through the use of
          multiple estimates and bids. In no event shall the Company be
          obligated to pay moving expenses in excess of One Hundred Fifty
          Thousand Dollars ($150,000).

10.  OTHER BENEFITS

     10.1 The Executive shall be eligible to participate in any and all other
          benefit programs which are, and which may be in the future, generally
          available to members of the Company's management, including, but not
          limited to group health, disability, and life insurance benefits,
          participation in any pension, retirement and/or profit-sharing plans,
          financial planning, or other perquisites.

     10.2 The Company shall provide free air transportation on any route
          maintained by the Company for the Executive and his spouse for the
          lifetimes of both the Executive and his spouse during employment and
          for life on the completion of two years service.

11.  DISABILITY

     If the Executive's services hereunder are terminated due to Disability as
     defined in the Agreement, the Executive shall receive:

     11.1 His full salary for the remainder of the Initial Term, offset by any
          amounts payable from a disability policy maintained by the Company.

     11.2 Any stock options or stock appreciation rights granted to the
          Executive shall be immediately vested; and,

     11.3 The Executive and his spouse shall retain the travel benefits noted in
          Section 10.2.

12.  DEATH BENEFITS

     12.1 In addition to participation in any life insurance plans maintained by
          the Company, to the extent that the Company's group term life
          insurance provides a death benefit of less than $1,000,000, the
          Company shall pay the premium on a universal life insurance policy to
          be owned by the Executive equal to the difference between the coverage
          provided by the Company and $1,000,000. Company's premiums need only
          be sufficient to maintain the face death benefit of the policy.

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     12.2 This insurance policy shall be in lieu of any continuation of salary
          or incentives pursuant to Sections 4 or 5 of this Agreement, other
          than accrued but unpaid salary or incentive compensation.

13.  TERMINATION BY THE COMPANY

     Company shall have the right to terminate the Executive's service hereunder
     under the following circumstances:

     13.1 Upon ten (10) business days' written notice from the Company to the
          Executive in the event of Disability which has incapacitated the
          Executive from performing his duties for a period of at least six (6)
          consecutive months, subject to the provisions of Section 11.

     13.2 For Cause, as defined in this Agreement, upon immediate written
          notice;

     13.3 Upon immediate written notice to the Executive where the Board, by a
          majority vote, elects to terminate the Executive for any reason, other
          than the reasons noted in Sections 13.1 and 13.2 above.

     13.4 Upon the death of the Executive, subject to the provisions of Section
          12.

14.  TERMINATION BY THE EXECUTIVE

     Executive shall have the right to terminate his service under this
     Agreement upon 90 days written notice following the date on which the
     Executive becomes aware of any of the following without the consent of the
     Executive:

     14.1 The Executive is not elected or retained as Chairman, President and
          Chief Executive Officer and a director of the Company during the term
          of this Agreement, including any extensions;

     14.2 Any assignment of the Executive of any duties other than those
          reasonably contemplated by, or any limitation of the powers or
          prerogatives of Executive in any respect not reasonably contemplated
          by Section 3 of this Agreement, including, but not limited to the
          creation by the Board of a multi-person Office of the Chairman;

     14.3 Any removal of the Executive from responsibilities substantially
          similar to those described or contemplated in Section 3 hereof;

     14.4 Any reduction in, or limitation upon the compensation, reimbursable
          expenses or other benefits provided in this Agreement, other than as
          may be required by valid public law or regulation;

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     14.5 Any assignment to the Executive of duties which would require him to
          relocate or transfer his principal place of residence or the transfer
          of the headquarters of the Company to any location without the
          expressed written agreement of the Executive.

15.  BENEFITS FOLLOWING TERMINATION

     15.1 If the Executive's employment with the Company is terminated pursuant
          to Section 13.1, the Executive shall receive the benefits noted in
          Section 11 of this Agreement.

     15.2 If the Executive's employment with the Company is terminated pursuant
          to Section 13.2, this Agreement shall terminate immediately. Any
          unvested stock options or other benefits shall be immediately
          forfeited upon the effective date of termination, as shall any accrued
          but unpaid amounts with regard to salary, bonuses or other benefits.

     15.3 If the Executive's employment with the Company is terminated pursuant
          to Section 13.3, the Executive shall be entitled to:

          15.3.1  A lump sum payment of $500,000;

          15.3.2  Immediate vesting of any stock options, to the extent provided
                  in Section 6.2.3 of this Agreement;

          15.3.3  Immediate vesting of any other benefits provided by the
                  Company consistent with operation of law.

          15.3.4  Continued participation in any health or insurance plans
                  maintained by the Company for a period of 36 months. If, by
                  operation of law, the Executive is prohibited from
                  participation in a plan, the Company shall pay to the
                  Executive funds sufficient to maintain equivalent coverage on
                  an individual, such coverage to terminate when the Executive
                  is provided with substantially similar coverage by a
                  subsequent employer; and,

          15.3.5  The Executive and his spouse shall retain the travel benefits
                  noted in Section 10.2.

     15.4 If the Executive's employment with the Company is terminated pursuant
          to Section 13.4, the Executive or his beneficiary or estate shall
          receive the benefits noted in Section 12 of this Agreement.

     15.5 If the Executive terminates this Agreement pursuant to Section 14, he
          shall be entitled to the same benefits as if the Company had
          terminated him without cause pursuant to Section 13.3.

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     15.6 If the Executive is terminated by the Company other than for Cause or
          if the Executive terminates employment for death, disability or
          pursuant to Section 14, he will receive a pro-rated bonus for the year
          of termination based upon the number of days worked in the year of
          termination.

     15.7 If the Executive terminates this Agreement other than pursuant to
          Section 14, he shall be entitled to:

          15.7.1  Accrued but unpaid amounts with regard to salary and benefits;

          15.7.2  Any previously vested Stock Options;

          15.7.3  Such other benefits and amounts as the Company shall determine
                  appropriate.

          15.7.4  No bonus shall be payable pursuant to Section 5 if the
                  Executive terminates employment prior to the end of a year
                  other than pursuant to Section 14.

16.  CHANGE OF CONTROL

     In the event of a Change of Control as defined in this Agreement, the
     termination benefits payable pursuant to this Section shall supersede any
     other termination benefits and shall be in lieu of and not in addition to
     the termination benefits set forth elsewhere in this Agreement.

     16.1 Any outstanding stock options shall vest 100% at the time of the
          Change of Control.

     16.2 The Executive shall have twenty-four (24) months following the Change
          of Control to elect to terminate this Agreement.

     16.3 If the Company elects to terminate this Agreement within six months
          before or twenty four months following a Change of Control for any
          reason other than death, Disability or Cause, the Executive shall
          receive termination benefits pursuant to this Section 16.

     16.4 If the Agreement is terminated pursuant to this Section 16, Executive
          shall be entitled to:

          16.4.1  Immediate vesting of any stock options not previously vested;

          16.4.2  Continued participation in any health or insurance plans
                  maintained by the Company for a period of 36 months. If, by
                  operation of law, the Executive is prohibited from
                  participation in a plan, the 

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                  Company shall pay to the Executive funds sufficient to
                  maintain equivalent coverage on an individual basis;

          16.4.3  The Executive and his spouse shall retain the travel benefits
                  noted in Section 10.2; and,

          16.4.4  A lump sum payment of one million dollars ($1,000,000) in lieu
                  of any other termination benefits under this Agreement other
                  than those specified in this Section 16.

17.  INDEMNIFICATION

     In the event Executive is made, or threatened to be made a party to any
     legal action or proceeding, whether civil or criminal or administrative, by
     reason of the fact that Executive is, or was, a director or officer of the
     Company or serves or served any other Affiliate in any capacity at the
     request of the Company, Executive shall be indemnified by the Company, and
     the Company shall pay Executive's related expenses when and as incurred, to
     the full extent permitted by law, if he acted in good faith and in a manner
     he believed to be in or not opposed to the best interests of the Company
     and, in the case of any criminal proceeding, he had no reasonable cause to
     believe his conduct was unlawful.

18.  REMEDIES

     Company recognizes that because of Executive's special talents and
     opportunities, in the event of termination by the Company, other than for
     Cause, Company acknowledges and agrees that the provisions of this
     Agreement, regarding further payment of base salary, incentives, and
     vesting and exercisability of options and other benefits constitute fair
     and reasonable provisions for the consequences of such termination, do not
     constitute a penalty, and such payments and benefits shall not be limited
     or reduced by amounts the Executive might earn or be able to earn from any
     other employment or ventures during the remaining period of the Agreement.
     Executive shall not be required to mitigate the amount of any payment
     provided for in this Agreement by seeking other employment or otherwise.

19.  BINDING AGREEMENT

     This Agreement shall be binding upon and inure to the benefit of the
     Executive, his heirs, distributees and assigns, and the Company, its
     successors and assigns. Executive may not, without the expressed written
     consent of the Company, assign or pledge any rights or obligations
     hereunder to any person, firm or corporation. If the Executive should die
     while any amounts would still be payable to the Executive had he continued
     to live, all such amounts, unless otherwise provided herein, shall be paid
     in accordance with this Agreement to the Executive's estate, or to his
     Beneficiaries, if such beneficiary designation is so provided.

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20.  NO ATTACHMENT

     Except as required by law or with the consent of the Company or by laws of
     descent and distribution or permitted designation, no right to receive
     payments under this Agreement shall be subject to anticipation,
     commutation, alienation, sale, assignment, encumbrance, charge, pledge or
     hypothecation or to execution, attachment, levy or similar process or
     assignment by operation of law, and any attempt, voluntary or involuntary,
     to effect any such action shall be null, void and of no effect.

21.  ASSIGNMENT

     Company shall require any successor (whether direct or indirect, by
     operation of law, by purchase, merger, consolidation, or otherwise to all
     or substantially all of the business and/or assets of the Company) to
     expressly assume and agree to perform this Agreement in the same manner and
     to the same extent that the Company would be required to perform it if no
     such succession had taken place. Failure of the Company to obtain such
     assumption and agreement prior to the effectiveness of any such succession
     shall, at Executive's election, be deemed a material breach of this
     Agreement. In such event, the Executive shall be entitled to a compensation
     equal to the greater of the benefit payable pursuant to Section 15.5 or
     Section 16.4. As used in this Agreement, "Company" shall mean the Company
     as defined above and any successor to its business and/or assets as
     aforesaid which assumes and agrees to perform this Agreement by operation
     of law or otherwise.

22.  WAIVER

     No term or condition of this Agreement shall be deemed to have been waived,
     nor shall there be any estoppel against the enforcement of any provision of
     this Agreement, except by written instrument of the party charged with such
     waiver or estoppel. No such written waiver shall be deemed a continuing
     waiver unless specifically stated therein, and each such waiver shall
     operate only as to the specific term or condition waived and shall not
     constitute a waiver of such term or condition for the future or as to any
     act other than that specifically waived.

23.  NOTICE

     For purposes of this Agreement, notices and all other communications
     provided for in this Agreement shall be in writing and shall be deemed to
     have been duly given when personally delivered and acknowledged or
     delivered by United States registered mail, return receipt requested,
     addressed, in the case of the Executive to the Executive at: Joseph B.
     Leonard at his then current primary residence, as the Company may, from
     time to time be notified, with a copy to Michael Gutt, Gutt Financial
     Management, 3414 Peachtree Rd., N.E., 103 Monarch Plaza, Atlanta,

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     GA 30326, and in the case of the Company, to the attention to the Corporate
     Secretary of the Company at the principal executive offices of the Company,
     or to such other address as either party may have furnished to the other in
     writing in accordance herewith, except that notice of a change of address
     shall be effective only upon receipt.

24.  GOVERNING LAW

     This Agreement shall be governed and construed in accordance with the laws
     of the State of Nevada.

25.  COSTS

     The Company shall pay up to $7,000 of the expenses of the Executive,
     including attorneys' and consultant fees for negotiation and preparation of
     the Agreement, in addition to the Company's own expenses in connection
     there with.

26.  SEVERABILITY

     If, for any reason, any provision of this Agreement is held invalid, such
     invalidity shall not affect any other provision of this Agreement not held
     so invalid, and each such other provision shall to the full extent
     consistent with the law continue in full force and effect. If any provision
     of this Agreement shall be held invalid in part, such invalidity shall in
     no way affect the rest of such provision not held so invalid, and the rest
     of such provision, together with all other provisions of this Agreement
     shall to the full extent consistent with the law continue in full force and
     effect.

27.  ARBITRATION

     27.1 Any disagreement, dispute, controversy or claim arising out of or in
          any way related to this Agreement or the subject matter hereof or the
          interpretation hereof or any arrangements relating hereto or
          contemplated herein or the breach, termination or invalidity hereof or
          the provision or failure to provide for any other benefits on a Change
          of Control pursuant to any other bonus or compensation plans, stock
          option plan, stock ownership plan, stock purchase plan, life insurance
          plan or similar plan or agreement with the Company and or an Affiliate
          as "change of control" may be defined in such other agreements or
          plans, which benefits constitute "Parachute Payments" shall be settled
          exclusively and finally by arbitration. If this Section 27 conflicts
          with any provision in any such plan or agreement, this provision
          requiring arbitration shall control.

     27.2 Arbitration shall be conducted in accordance with the Commercial
          Arbitration Rules (the "Arbitration Rules") of the American
          Arbitration Association. The arbitration tribunal shall consist of
          three arbitrators, one

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          chosen by the Company, one chosen by the Executive and one chosen by
          the preceding two persons.

     27.3 The parties shall equally divide all costs of arbitration but the
          parties shall bear their own expenses for attorney's fees and witness
          costs, unless such fees and costs are assessed by the Arbitrator as
          part of his or her final judgment.

     27.4 The arbitration shall be conducted in Orlando, FL or in any other city
          in the United States of America as the parties to the dispute may
          designate by mutual written consent.

     27.5 Any decision or award of the arbitration tribunal shall be final and
          binding upon the parties to the arbitration proceeding. The parties
          hereto hereby waive, to the extent permitted by law, any rights to
          appeal or review such award by any court or tribunal. The parties
          hereto agree that the arbitration award may be enforced against the
          parties to the arbitration proceeding or their assets wherever the
          award may be entered in any court having jurisdiction thereof.

     27.6 The parties stipulate that discovery may be held in any such
          arbitration proceeding as provided in the Florida Code of Civil
          Procedure, as may be amended from time to time.

28.  ENTIRE AGREEMENT

     As of the Effective Date this Agreement contains the full understanding of
     the parties hereto. This Agreement may not be changed orally, but only by
     an agreement, in writing, signed by the party against whom enforcement of
     any waiver, change, modification, extension or discharge is sought.


     EXECUTIVE                               COMPANY
                                             AIR TRAN HOLDINGS, INC.


     /s/ Joseph B. Leonard                   By: /s/ [SIGNATURE ILLEGIBLE]^^
     -------------------------                   ---------------------------
         Joseph B. Leonard                   Title DIRECTOR 

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