EXHIBIT 10.11
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 common stock of NORTH AMERICAN
AIRLINES, INC., a Delaware corporation, represented by
certificate number 10.
Assignor hereby irrevocably appoints Assignee to be Assignor's true and
lawful attorney-in-fact, with full power of substitution, and empowers Assignee,
for and in the name and stead of Assignor, to sell, transfer, hypothecate,
liquidate or otherwise dispose of all of or any portion of the above-described
securities, from time to time, and, for that purpose, to make, sign, execute and
deliver any documents or perform any other act necessary for such sale,
transfer, hypothecation, liquidation or other disposition. Assignor acknowledges
that this appointment is coupled with an interest and shall not be revocable by
Assignor's dissolution or any other reason. Assignor hereby ratifies and
approves all acts that Assignee or any substitute therefor shall do by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed and sealed this power as
of this_______day of April 2005.
WORLD AIR HOLDINGS, INC., a Delaware
corporation
BY: /s/
--------------------------------
Name:___________________________
Title:__________________________
WITNESSED:
By: /s/
------------------------------
Name:_________________________
Title:________________________
North American Airlines, Inc.
Irrevocable Stock Power
