Exhibit 10.3

                                 PROMISSORY NOTE

U.S. $1,875,000.00
                                                                  Miami, Florida
                                                         As of December 31, 2008

     AIR TRANSPORT GROUP HOLDINGS, INC., a Nevada corporation (the "MAKER"), for
value  received,  hereby  promises to pay to the order of DANIEL J. PIERSON (the
"PAYEE"),  at 14750 SW 152nd Court, Miami, Florida 33196 or at any other address
as the Payee shall  specify in writing,  the  principal sum of One Million Eight
Hundred  Seventy-Five  Thousand  Dollars and No/100  (U.S.  $1,875,000.00)  (the
"PRINCIPAL AMOUNT") which shall be payable as set forth below:

     1. PAYMENT  TERMS.  The  Principal  Amount is payable in its entirety on or
before March 31, 2009.  Payment of the Principal  Amount shall be not be subject
to any right of set off by the Maker except for any damages (but only  following
a final  determination of damages by an appropriate court or as agreed to by the
Payee)  incurred  by Maker as a result of any breach of the  representations  or
warranties of the Payee  contained in that certain Stock  Purchase  Agreement to
which this Promissory Note is attached ("STOCK PURCHASE AGREEMENT").

     2.  PREPAYMENT.  This  Note may be  pre-paid  in whole or in part,  without
premium or penalty, at any time.

     3.  INTEREST.  Interest  shall  not be  charged  or  accrue  on the  unpaid
Principal  Amount,  except that upon the  occurrence of an Event of Default,  as
defined  below,  interest shall accrue on the unpaid balance of this Note at the
highest lawful rate of interest but not in excess of  twenty-five  percent (25%)
per annum (the "DEFAULT RATE") until such Event of Default has been cured.

     4. MAXIMUM INTEREST RATE. In the event that the interest provisions of this
Note shall result at any time or for any reason in an effective rate of interest
that exceeds the maximum  interest rate  permitted by  applicable  law (if any),
then without further agreement or notice the obligation to be fulfilled shall be
automatically reduced to such limit and all sums received by the Payee in excess
of those lawfully collectible as interest shall be applied against the principal
of this Note immediately  upon the Payee's receipt thereof,  with the same force
and effect as though the Maker had specifically designated such extra sums to be
so applied to principal and the Payee had agreed to accept such extra payment(s)
as a premium-free prepayment or prepayments.

     5. EVENT OF  DEFAULT.  The  occurrence  of any one or all of the  following
events shall constitute an "EVENT OF DEFAULT" under this Note:

     (i)  The  Maker's  failure  to pay in full  the  Principal  Amount  due and
          payable under this Note; or

     (ii) The occurrence of an "Event of Default" as that term is defined in the
          Stock Purchase Agreement.

     6. REMEDIES. The Maker agrees that if an Event of Default occurs:

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     (i)  the entire outstanding  indebtedness shall thereupon,  at the sole and
          absolute  option of the  Payee,  become  immediately  due and  payable
          without notice; and

     (ii) Payee, in Payee's sole and absolute discretion, may charge interest at
          the  Default  Rate on the unpaid  principal  balance,  independent  of
          whether  the  Payee  elects  to  accelerate   the  principal   balance
          outstanding under this Note.

     7.  ATTORNEYS'  FEES AND OTHER  COLLECTION  COSTS.  Maker  shall pay all of
Payee's  expenses  actually  incurred  to  enforce  or  collect  upon  this Note
including, without limitation, reasonable arbitration,  paralegals',  attorneys'
and experts' fees and expenses,  whether  incurred without the commencement of a
suit,  in  any  trial,  arbitration,  or  administrative  proceeding,  or in any
appellate or bankruptcy proceeding, at all levels of trial and appeal.

     8.  WAIVERS.  No delay or omission on the part of the Payee in the exercise
of any right  hereunder  shall operate as a waiver of such right or of any other
right under this Note. A waiver by the Payee of any right or remedy conferred to
it hereunder  on any one occasion  shall not be construed as a bar to, or waiver
of, any such right and/or  remedy as to any future  occasion.  The Maker and all
persons now or hereafter  becoming obligated or liable for the payment hereof do
jointly and severally waive demand,  notice of non-payment,  protest,  notice of
dishonor and presentment.

     9.  NOTICES,  CONSENTS,  ETC.  Any  notices,  consents,  waivers  or  other
communications  required or permitted to be given under the terms hereof must be
in writing and will be deemed to have been  delivered:  (i) upon  receipt,  when
delivered  personally;  or (ii)  one  (1)  business  day  after  deposit  with a
nationally  recognized  overnight  delivery service,  properly  addressed to the
party to receive the same, postage prepaid for overnight delivery. The addresses
for such communications shall be:

IF TO MAKER TO:

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

IF TO PAYEE 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

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     10.  GOVERNING LAW: This Note shall be construed and enforced  according to
the laws of the State of Florida, without regard to conflict of law principles.

     11.  ASSIGNMENT.  This Note  shall be  binding  on the  successors,  heirs,
personal  representatives and assigns of the Maker. This Note may be assigned by
the Payee,  upon written notice to the Maker,  and shall inure to the benefit of
the Payee's or any assignee's  successors,  heirs, personal  representatives and
assigns. The term "Payee" shall include any future holder of this Note.

     12.  SEVERABILITY.  Whenever  possible each provision of this Note shall be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any provision of this Note shall be prohibited or invalid under such 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 Note.

                            [SIGNATURE PAGE FOLLOWS]


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     IN WITNESS WHEREOF, the Maker has caused this Note to be executed as of the
date first written above.

                              MAKER: AIR TRANSPORT GROUP HOLDINGS, INC.

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

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

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


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