Exhibit 10.2

                                ESCROW AGREEMENT

     THIS  ESCROW  AGREEMENT  ("ESCROW  AGREEMENT")  is made  this  31st  day of
December, 2008 by and between the parties named below:

     A.   DANIEL J. PIERSON, individually (the "SELLER");

     B.   AIR TRANSPORT GROUP HOLDINGS, INC. (the "BUYER");

     C.   K&L GATES LLP (the "ESCROW AGENT"), with offices at 200 South Biscayne
          Boulevard, Wachovia Financial Center, Suite 3900, Miami, FL 33131.

                                    RECITALS

     WHEREAS,  the  Seller  and the Buyer  have  entered  into a Stock  Purchase
Agreement  (the "STOCK  PURCHASE  AGREEMENT")  dated the date hereof whereby the
Buyer  has  agreed to  purchase  all of the  issued  and  outstanding  shares of
Technical Aero  Services,  Inc., a Florida  corporation  (the "SHARES") from the
Seller for an aggregate  purchase  price of Two Million  Five  Hundred  Thousand
Dollars ($2,500,000) (the "PURCHASE PRICE");

     WHEREAS,  the Purchase Price will be paid in accordance  with the terms set
forth in the Stock Purchase  Agreement upon the terms of that certain promissory
note entered into by the Buyer dated the date hereof (the "NOTE");

     WHEREAS,  the  Seller  and the  Buyer  have  agreed  that the  certificates
representing  the  Shares  and  the  related  stock  powers  (collectively,  the
"CERTIFICATES")  are to be held in  escrow  to be held and  released  solely  in
accordance  with the terms and  conditions of the Stock  Purchase  Agreement and
this Escrow Agreement;

     WHEREAS,  the  Seller and the Buyer have  agreed  that any and all  profits
arising from the  operations  of the Company prior to the payment in full of the
Purchase Price (the "PROFITS" and, together with the Certificates, the "ESCROWED
PROPERTY") are to be held in escrow to be held and released solely in accordance
with the terms and  conditions of the Stock  Purchase  Agreement and this Escrow
Agreement; and

     WHEREAS, the Seller and the Buyer believe that it is in their best interest
that the Escrow Agent have custody and possession of the Escrowed Property until
such time as the Escrow Agent is  authorized  in writing to release the Escrowed
Property in accordance with the terms and conditions of this Escrow Agreement.

     NOW, THEREFORE,  in consideration of the mutual covenants contained herein,
and other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
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                                    AGREEMENT

     1. Appointment of Escrow Agent. The Seller and the Buyer hereby appoint the
Escrow Agent to serve as an escrow  agent with respect to the Escrowed  Property
and Escrow Agent hereby accepts such appointment in accordance with the terms of
this Escrow Agreement.

     2. Duties of Escrow Agent.

     a.   On the Closing  Date,  the Seller shall  deposit with the Escrow Agent
          the Certificates.  Upon payment by the Buyer of the Cash Consideration
          and the Stock  Consideration,  as those terms are defined in the Stock
          Purchase Agreement,  and written acknowledgement thereof to the Escrow
          Agent by the Seller,  the Escrow Agent shall  deliver to the Buyer the
          Certificates.  The Escrow Agent shall not release any  Certificates to
          the Buyer,  except as set forth above,  until the total Purchase Price
          is paid to the Seller and the Escrow Agent receives satisfactory proof
          thereof or as otherwise  instructed by agreement of the Seller and the
          Buyer.  Upon an Event of  Default,  if the  Seller  elects to have the
          Certificates  returned and provides  written  notice of such intent to
          the Escrow Agent,  the Escrow Agent shall deliver the  Certificates to
          the Seller  and  notify  the Buyer by  copying  it on the  transmittal
          letter.

     b.   Until the  Purchase  Price is paid in full to the Seller,  the Company
          shall  deposit any and all profits it earns from its  operations  (the
          "PROFITS") with the Escrow Agent.  The Escrow Agent shall disburse the
          Profits as follows:

          i.   Prior to the  Purchase  Price  being paid in full,  Escrow  Agent
               shall  disburse  all or a portion of the Profits to the Seller in
               accordance with written  instructions  from the Buyer which shall
               be applied as a prepayment to the Note,  but in no instance shall
               the Seller receive Profits in excess of the Cash Consideration;

          ii.  Upon the Purchase  Price being paid in full to the Seller and the
               Escrow Agent  receiving  satisfactory  proof thereof,  the Escrow
               Agent shall disburse any remaining Profits to the Buyer; or

          iii. As otherwise  instructed  by written  agreement of the Seller and
               the Buyer.

     3. Suspension of Performance by Escrow Agent.

     a. (i) If the  Escrow  Agent  shall not  receive  written  instructions  in
accordance  with Section 2 above on or prior to April 30,  2009,  or, (ii) if at
any time,  there shall exist any dispute between the Seller or the Buyer and the
Escrow  Agent,  or (iii) if at any time the Escrow Agent is unable to determine,
to the Escrow Agent's sole and absolute satisfaction,  the proper disposition of
the Escrowed Property with respect to its obligations hereunder,  or (iv) if the
Seller and the Buyer have not within  thirty (30) days of the  furnishing by the
Escrow Agent of a notice of resignation pursuant to Section 4 hereof appointed a
successor Escrow Agent to act hereunder,  then the Escrow Agent may, in its sole
and  absolute  discretion  suspend  the  performance  of any of its  obligations
(including  without  limitation  any  obligation to disburse all of the Escrowed

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Property) under this Escrow Agreement until such dispute or uncertainty shall be
resolved  to the sole  satisfaction  of the  Escrow  Agent or until a  successor
Escrow Agent shall have been appointed (as the case may be); provided,  however,
that the Escrow  Agent  shall  continue  to hold the  Escrowed  Property in safe
custody.

     b. The Escrow  Agent shall have no  liability to the Seller or the Buyer or
any  other  person  with  respect  to  any  such   suspension  of   performance,
specifically  including any liability or claimed liability that may arise, or be
alleged to have  arisen,  out of or as a result of any delay in the  delivery of
the  Escrowed  Property,  or any delay in or with  respect  to any other  action
required or requested of the Escrow Agent.

     4.  Resignation  and Removal of Escrow  Agent.  The Escrow Agent may resign
from the  performance of its duties  hereunder at any time by giving thirty (30)
days' prior written notice to the Buyer and the Seller, or may be removed,  with
or without cause, by the Seller and the Buyer acting jointly in writing,  at any
time by the giving of ten (10) days' prior written notice to Escrow Agent.  Such
resignation  or removal  shall take effect upon the  appointment  of a successor
Escrow Agent as provided  herein below.  Upon any such notice of  resignation or
removal, the Buyer and the Seller jointly shall appoint a successor Escrow Agent
hereunder.  Upon the  acceptance in writing of any  appointment  as Escrow Agent
hereunder  by a  successor  Escrow  Agent,  such  successor  Escrow  Agent shall
thereupon succeed to and become vested with all the rights,  powers,  privileges
and duties of the retiring  Escrow  Agent.  The  retiring  Escrow Agent shall be
discharged from its duties and obligations  under this Escrow Agreement upon its
delivery of the Escrowed  Property to the successor  Escrow Agent, but shall not
be discharged  from any  liability  for actions taken as escrow agent  hereunder
prior to such  succession.  After the retiring  Escrow  Agent's  resignation  or
removal,  the provisions of this Escrow  Agreement shall inure to its benefit as
to any  actions  taken or omitted  to be taken by it while it was  Escrow  Agent
under this Escrow  Agreement.  The  retiring  Escrow  Agent shall  transmit  all
records pertaining to the Escrowed Property after making copies of such records,
as the retiring Escrow Agent deems advisable.

     5. Liability of Escrow Agent.

     a. The Escrow Agent shall have no liability or  obligation  with respect to
the Escrowed  Property  except for Escrow  Agent's  willful  misconduct or gross
negligence.  The Escrow Agent's sole responsibility shall be for the safekeeping
and release of the Escrowed Property in accordance with the terms of this Escrow
Agreement.  The Escrow  Agent shall have no implied  duties or  obligations  and
shall not be charged with  knowledge or notice of any fact or  circumstance  not
specifically set forth herein. The Escrow Agent may rely upon any instrument, as
to its due execution,  validity and effectiveness,  but also as to the truth and
accuracy of any  information  contained  therein which the Escrow Agent shall in
good faith believe to be genuine, to have been signed or presented by the person
or parties  purporting to sign the same and to conform to the provisions of this
Escrow  Agreement.  In no event shall the Escrow Agent be liable for incidental,
indirect, special, consequential or punitive damages. The Escrow Agent shall not
be obligated to take any legal action or commence any  proceeding  in connection
with the Escrowed  Property or to appear in,  prosecute or defend any such legal
action or proceeding.  Without  limiting the  generality of the  foregoing,  the
Escrow  Agent  shall not be  responsible  for or  required to enforce any of the
terms or  conditions  of any  agreement  between the Buyer and the  Seller.  The

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Escrow  Agent  shall  not be  responsible  or  liable  in  any  manner  for  the
performance by the Buyer and the Seller of their  respective  obligations  under
any agreement nor shall the Escrow Agent be  responsible or liable in any manner
for the  failure of the Buyer  and/or the Seller or any third party to honor any
of the  provisions  of this  Escrow  Agreement.  The Escrow  Agent may, if it so
desires,  consult  legal  counsel  selected by it in the event of any dispute or
question as to the construction of any of the provisions hereof or of its duties
hereunder,  or relating to any dispute  involving  any party  hereto,  and shall
incur no liability and shall be fully indemnified from any liability  whatsoever
in acting in accordance  with the opinion or  instruction  of such counsel.  The
Buyer shall promptly pay, upon demand,  the reasonable  fees and expenses of any
such counsel.

     b.  Nothing  contained  herein  shall be deemed to prevent the Escrow Agent
from acting as legal  counsel to the Seller in connection  with matters  arising
under this Escrow  Agreement  or the Stock  Purchase  Agreement or for any other
purpose.  In the event that a dispute  arises out of or in connection  with this
Escrow  Agreement,  and the Seller or the Buyer  reasonably  determines that the
Escrow Agent cannot  perform its  obligations  hereunder in an impartial  manner
while  acting  as legal  counsel  to the  Seller,  then the  party  making  that
determination  may  unilaterally  demand the removal of the Escrow  Agent.  Such
removal shall take effect upon the  appointment  of a successor  Escrow Agent as
provided in Section 4 hereof.

     c. The Escrow Agent is authorized,  in its sole discretion,  to comply with
orders issued or process  entered by any U.S. court with respect to the Escrowed
Property without  determination by the Escrow Agent of such court's jurisdiction
in the matter.

     6. Indemnification of Escrow Agent. From and at all times after the date of
this Escrow  Agreement,  each of the Buyer and the Seller shall,  to the fullest
extent  permitted by law,  indemnify and hold harmless the Escrow Agent and each
partner,  director,  officer,  employee,  attorney,  agent and  affiliate of the
Escrow  Agent  (collectively,  the  "INDEMNIFIED  PARTIES")  against any and all
actions, claims (whether or not valid), losses, damages, liabilities,  costs and
expenses  of  any  kind  or  nature  whatsoever  (including  without  limitation
reasonable  attorneys' fees, costs and expenses) incurred by or asserted against
any of the Indemnified  Parties from and after the date hereof,  whether direct,
indirect or consequential, as a result of or arising from or in any way relating
to any claim,  demand,  suit,  action or  proceeding  (including  any inquiry or
investigation) by any person, whether threatened or initiated, asserting a claim
for any legal or  equitable  remedy  against  any  person  under any  statute or
regulation, including, but not limited to, any federal or state securities laws,
or under any common law or  equitable  cause or  otherwise,  arising  from or in
connection with the negotiation,  preparation, execution, performance or failure
of performance of this Escrow Agreement or any transactions contemplated herein,
whether  or not any  such  Indemnified  Party  is a party  to any  such  action,
proceeding  or  suit,  or the  target  of any  such  inquiry  or  investigation;
provided,  however,  that no  Indemnified  Party  shall  have  the  right  to be
indemnified  hereunder  for any  liability  finally  determined  by a  court  of
competent  jurisdiction  to have  resulted  solely from the gross  negligence or
willful  misconduct of such Indemnified Party. If any such action or claim shall
be brought or asserted against any Indemnified  Party,  such  Indemnified  Party
shall promptly notify each of the Buyer and the Seller in writing, and the Buyer
and/or the Seller shall assume the defense thereof,  including the employment of
counsel and the payment of all expenses.  Such  Indemnified  Party shall, in its
sole  discretion,  have the  right to  employ  separate  counsel  (which  may be

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selected by such  Indemnified  Party in its sole  discretion) in any such action
and to  participate  in the  defense  thereof,  and in such  event  the fees and
expenses of such  counsel up to a  reasonable  amount shall be paid by the Buyer
and/or the Seller.  All such fees and  expenses  payable by the Buyer and/or the
Seller  pursuant to the  foregoing  shall be paid from time to time as incurred,
both in advance of and after the final  disposition of such action or claim. The
obligations  of the the Buyer  and/or  the  Seller  under  this  Section 6 shall
survive any termination of this Escrow  Agreement and the resignation or removal
of Escrow Agent,  and shall be independent of any obligation  herein owed to the
Escrow Agent.

     7. Representations and Warranties.

     a.   The Seller makes the following  representations  and warranties to the
          Escrow Agent:

          i.   The Seller has full power and  authority  to execute  and deliver
               this Escrow Agreement and to perform his obligations hereunder;

          ii.  This Escrow  Agreement  has been  executed by and  constitutes  a
               valid  and  binding  agreement  of  the  Seller,  enforceable  in
               accordance with its terms.

          iii. The execution,  delivery,  and  performance by the Seller of this
               Escrow  Agreement  will not violate,  conflict  with,  or cause a
               default under any applicable  law or regulation,  any court order
               or administrative ruling or decree to which the Seller is a party
               or any of his property is subject,  or any  agreement,  contract,
               indenture,  or other binding arrangement to which the Seller is a
               party or any of his property is subject.

          iv.  The  Seller  hereby  acknowledges  that the  status of the Escrow
               Agent is that of agent for the  Seller for the  limited  purposes
               set forth herein.

          v.   All of the representations and warranties of the Seller contained
               herein are true and  complete  as of the date  hereof and will be
               true and complete at the time the Escrowed Property are delivered
               to or released from escrow by the Escrow Agent.

     b.   Buyer makes the  following  representations  and  warranties to Escrow
          Agent:

          i.   The Buyer has full power and  authority  to execute  and  deliver
               this Escrow Agreement and to perform his obligations hereunder;

          ii.  This Escrow  Agreement  has been  executed by and  constitutes  a
               valid  and  binding  agreement  of  the  Buyer,   enforceable  in
               accordance with its terms.

          iii. The  execution,  delivery,  and  performance by the Buyer of this
               Escrow  Agreement  will not violate,  conflict  with,  or cause a
               default under any applicable  law or regulation,  any court order
               or administrative  ruling or decree to which the Buyer is a party
               or any of his property is subject,  or any  agreement,  contract,

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               indenture,  or other binding  arrangement to which the Buyer is a
               party or any of his property is subject.

          iv.  The Buyer hereby acknowledges that the status of the Escrow Agent
               is that of agent for the Buyer for the limited purposes set forth
               herein.

          v.   All of the  representations and warranties of the Buyer contained
               herein are true and  complete  as of the date  hereof and will be
               true and complete at the time the Escrowed Property are delivered
               to or released from escrow by the Escrow Agent.

     8. Termination.  Upon the delivery and disposition of the Escrowed Property
in  accordance  with  this  Escrow   Agreement,   this  Escrow  Agreement  shall
automatically terminate and the Escrow Agent shall have no further obligation or
liability  whatsoever  with  respect to the  Escrow  Agreement  or the  Escrowed
Property.

     9. Expenses, Indemnification and Contribution.

     a.   The  Seller   and  the  Buyer   (collectively   referred   to  as  the
          "INDEMNITORS"),  jointly and severally,  agree to indemnify the Escrow
          Agent and its partners, employees and agents (collectively referred to
          as the "INDEMNITEES")  against, and hold them harmless of and from, as
          and when incurred,  any and all claim, loss,  liability,  cost, damage
          and expense,  including without  limitation,  reasonable counsel fees,
          which the  Indemnitees may suffer or incur  (collectively,  "COST") by
          reason of any action,  claim,  proceeding  or  investigation,  brought
          against or involving the Indemnitees arising out of or relating in any
          way to this Escrow  Agreement or any  transaction to which this Escrow
          Agreement  relates,  unless such action,  claim or proceeding has been
          judicially  determined to be the sole result of the willful misconduct
          or gross negligence of the Indemnitees.

     b.   If the indemnification provided for in Section 9.a is applicable,  but
          for any  reason  is  held to be  unavailable,  the  Indemnitors  shall
          contribute  such  amounts  as are just  and  equitable  to pay,  or to
          reimburse the Indemnitees for, the aggregate of Cost actually incurred
          by the  Indemnitees  as a result  of or in  connection  with,  and any
          amount paid in settlement of, any action,  claim or proceeding arising
          out of or  relating  in any way to any  actions  or  omissions  of the
          Indemnitors.

     c.   The Seller and the Buyer agree to pay or  reimburse  the Escrow  Agent
          for its reasonable out-of-pocket attorney's fees and expenses incurred
          in any action to enforce or  interpret  this  Escrow  Agreement  or in
          connection with the performance of its duties hereunder.

     10.  Notice.  All notices and other  communications  hereunder  shall be in
writing and shall be deemed to have been validly served, given or delivered five
(5) days after deposit in the United States mail, by certified  mail with return
receipt requested and postage prepaid,  when delivered  personally,  one (1) day
after  delivery to any  overnight  courier,  or when  transmitted  by  facsimile
transmission facilities, and addressed to the party to be notified as follows:

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IF TO BUYER TO:

Air Transport Group Holdings, Inc.
Attn:  Arnold Leonora
7453 Woodruff Way
Stone Mountain, Georgia  30087

IF TO SELLER TO:

Daniel J. Pierson
14750 SW 152nd Court
Miami, Florida  33196

WITH A COPY TO:

K&L Gates, LLP
Attention: Marc H. Auerbach, Esq.
200 S. Biscayne Blvd.
Suite 3900
Miami, Florida 33131

or to such other address as each Party may designate for itself by notice to the
other parties.

     11.  Amendment or Waiver.  This Escrow  Agreement  may be changed,  waived,
discharged or terminated  only by a writing signed by the Seller,  the Buyer and
the Escrow Agent. No delay or omission by any Party in exercising any right with
respect hereto shall operate as a waiver. A waiver on any one occasion shall not
be  construed  as a bar to, or  waiver  of,  any  right or remedy on any  future
occasion.

     12.  Severability.  To the extent any provision of this Escrow Agreement is
prohibited  by  or  invalid  under  applicable  law,  such  provision  shall  be
ineffective  to  the  extent  of  such   prohibition   or  invalidity,   without
invalidating the remainder of such provision or the remaining provisions of this
Escrow Agreement.

     13. Dispute  Resolution and Governing Law. This Escrow  Agreement  shall be
deemed to be made and  entered  into in the State of  Florida,  and shall in all
respects be interpreted, enforced and governed under Florida law, without giving
effect to Florida's  conflict of laws principles.  The Parties expressly consent
to the exclusive  jurisdiction and venue of the United States District Court for
the Southern District of Florida.

     14.  Attorneys' Fees. The  substantially  prevailing Party in any action to
enforce or interpret this Escrow Agreement shall be entitled to attorneys' fees,
interest, costs and the expenses of litigation, both in trial and upon appeal.

     15.  Entire  Agreement.   This  Escrow  Agreement  constitutes  the  entire
agreement  among the Parties  relating to the acceptance and  disposition of the
Escrowed Property and sets forth in their entirety the obligations and duties of
the Escrow Agent with respect to the Escrowed Property.

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     16.  Definitions.  Any capitalized  terms used in this Escrow Agreement but
not  defined  herein  shall have the  meanings  set forth in the Stock  Purchase
Agreement.

     17. Binding Effect.  All of the terms of this Escrow Agreement,  as amended
from  time to time,  shall be  binding  upon,  inure  to the  benefit  of and be
enforceable  by the respective  successors and assigns of the Buyer,  the Seller
and the Escrow Agent.

     18. Execution in Counterparts. This Escrow Agreement may be executed in one
or  more  counterparts  including  counterparts  received  as  signed  confirmed
facsimiles  or  via  email,   and  by  different   parties  hereto  in  separate
counterparts,  each of which when so executed  shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

                            [SIGNATURE PAGE FOLLOWS]


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     IN WITNESS WHEREOF,  the parties hereto have executed this Escrow Agreement
as of the date set forth above.

                         DANIEL J. PIERSON

                         -------------------------------------
                         Daniel J. Pierson, Individually

                         AIR TRANSPORT GROUP HOLDINGS, INC.

                         By:
                            ----------------------------------

                         Name:
                              --------------------------------

                         Title:
                               -------------------------------

                         K&L GATES LLP

                         By:
                            ----------------------------------

                         Name:
                              --------------------------------

                         Title:
                               -------------------------------

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