<PAGE>
                                                                    EXHIBIT 10.2


                                 AMENDMENT NO. 3

                                       TO

                          SECURITIES PURCHASE AGREEMENT

                                 BY AND BETWEEN

                            MERCURY AIR GROUP, INC.,

                                       AND

                       J. H. WHITNEY MEZZANINE FUND, L.P.


                          DATED AS OF DECEMBER 30, 2002
<PAGE>
<TABLE>

                                TABLE OF CONTENTS

<S>                                                                             <C>
ARTICLE I DEFINITIONS...........................................................     2
         1.1      Definitions...................................................     2

Article II WAIVER...............................................................     6

         2.1      Waiver........................................................     6

ARTICLE III AGREEMENT TO ISSUE AMENDED AND RESTATED SECURITIES..................     6
         3.1      Issuance of Amended Note......................................     6
         3.2      Issuance of Amended Warrant...................................     6
         3.3      Fees at Closing...............................................     6
         3.4      Effectiveness.................................................     7

Article IV AMENDMENTS TO PURCHASE AGREEMENT.....................................     7

         4.1      Amendments to Article 8.......................................     7
         4.2      Amendments to Article 9.......................................     8
         4.3      Additional Covenants..........................................    12

ARTICLE V REPRESENTATIONS AND WARRANTIES........................................    14
         5.1      Representations and Warranties in the Purchase Agreement......    14
         5.2      Authority, Etc................................................    14
         5.3      Enforceability of Obligations.................................    14
         5.4      No Default....................................................    14
         5.5      Collateral Documents; Security Interests......................    14

Article VI AFFIRMATION OF GUARANTY..............................................    15

         6.1      Affirmation of Guaranty.......................................    15

Article VII CONDITIONS TO EFFECTIVENESS.........................................    15
         7.1      Representations and Warranties................................    15
         7.2      Compliance with this Amendment and the Purchase Agreement.....    15
         7.3      Secretary's Certificates......................................    15
         7.4      Documents.....................................................    16
         7.5      Purchase of Securities Permitted by Applicable Laws...........    16
         7.6      Opinion of Counsel............................................    16
         7.7      Approval of Counsel to the Purchaser..........................    16
         7.8      Consents and Approvals........................................    16
         7.9      Registration Rights Agreement.................................    16
         7.10     Preemptive Rights Agreement...................................    17
         7.11     No Material Judgment or Order.................................    17
         7.12     Pro Forma Balance Sheet.......................................    17
         7.13     Good Standing Certificates....................................    17
         7.14     No Litigation.................................................    17
         7.15     Receipt of Additional Documents...............................    17
         7.16     No Defaults...................................................    17
</TABLE>

                                       i
<PAGE>
<TABLE>
<S>                                                                             <C>
         7.17     Senior Credit Agreement.......................................    18

ARTICLE VIII MISCELLANEOUS......................................................    18
         8.1      Continued Effectiveness.......................................    18
         8.2      Notices.......................................................    18
         8.3      Successors and Assigns; Third Party Beneficiaries.............    19
         8.4      References....................................................    19
         8.5      Signatures; Counterparts......................................    19
         8.6      Headings......................................................    20
         8.7      GOVERNING LAW.................................................    20
         8.8      Severabilily..................................................    20
         8.9      Certain Expenses..............................................    20
</TABLE>


                                       ii
<PAGE>
                                 AMENDMENT NO. 3

      AMENDMENT NO. 3 (this "AMENDMENT"), dated as of December 30, 2002, between
J.H. Whitney Mezzanine Fund, L.P. (the "PURCHASER"), a Delaware limited
partnership, and Mercury Air Group, Inc., a Delaware corporation (the
"COMPANY"), to the Securities Purchase Agreement (the "PURCHASE AGREEMENT"),
dated as of September 10, 1999, between the Purchaser and the Company, as
amended by Amendment No. 1 dated as of September 30, 2000 and Amendment No. 2
dated as of September 30, 2001.

                              W I T N E S S E T H:

      WHEREAS, the Purchaser and the Company entered into the Purchase Agreement
(the Purchase Agreement, as amended by this Amendment, is hereinafter referred
to as the "AGREEMENT"), pursuant to which, among other things, the Purchaser
purchased from the Company (i) a subordinated promissory note due September 9,
2006 in the principal amount of $24,000,000 (the "NOTE"), and (ii) a warrant to
purchase 503,126 shares of common stock, $.01 par value per share, of the
Company (the "WARRANT"); and

      WHEREAS, the Company is party to a senior credit facility with Fleet
National Bank, N.A., ("FLEET") that provides for Fleet to make revolving loans
to the Company thereunder;

      WHEREAS, the Company has informed WMF that Fleet has determined to cease
making revolving loans to the Company;

      WHEREAS, Fleet has indicated its intention to prohibit the Company from
making regularly scheduled interest payments on the Note, and therefore WMF will
have the right, subject to the subordination provisions of the Note, to cause
the Note to be accelerated and declared immediately payable;

      WHEREAS, Fleet's failure to make revolving loans has materially and
adversely impaired the Company's working capital and financial condition and as
a direct result thereof the Company is or may be unable to comply with certain
covenants in the Agreement;

      WHEREAS, Foothill Capital Corporation ("FOOTHILL') and Ableco Finance LLC
(together with Foothill, the "SENIOR LENDERS") have agreed to provide a senior
secured loan to the Company, whereby the Company's obligations to Fleet will be
refinanced and terminated;

      WHEREAS, The Senior Lenders have requested that WMF enter into a
subordination agreement in form acceptable to the Senior Lenders, and WMF is
willing to enter into such subordination agreement contingent upon the Company's
willingness to execute and deliver this Amendment and to resume regularly
scheduled interest payments to WMF upon the closing of the senior loan
transaction, as permitted by such subordination agreement;

      WHEREAS, as a result of these or other conditions or events one or more
Events of Default have occurred and are continuing under the Note and the
Company has requested that WMF not exercise its rights to, among other things,
declare all outstanding principal and accrued interest on the Note to be
immediately due and payable
<PAGE>
      WHEREAS, the Company has requested that WMF provide the waiver and enter
into the amendments provided for herein, and WMF has agreed to provide such
waiver and amend the Purchase Agreement on the terms and conditions set forth
herein;

      WHEREAS, as a condition to WMF agreeing to amend the Purchase Agreement as
provided for herein, the Company has agreed to grant a security interest in
certain of its assets to WMF;

      WHEREAS, WMF and the Company have agreed to set the exercise price of the
Warrant at the current fair market value of the Company's Common Stock;

      WHEREAS, the Purchaser and the Company desire to amend the Purchase
Agreement, the Note and the Warrant.

      NOW THEREFORE, in consideration of the premises set forth herein and for
other good and valuable consideration, the sufficiency and receipt of which is
hereby acknowledged, the Purchaser and the Company agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

1.1   DEFINITIONS.


      1.1.1 As used in this Amendment, and unless the context requires a
different meaning, the following terms shall have the meanings indicated:

      "ADDITIONAL NOTE" means a Note in the principal amount of $5,000,000,
substantially in the form of Exhibit A, to be issued in accordance with Section
8.7 of the Purchase Agreement as amended hereby, which Additional Note shall for
all purposes be deemed to be a "Note" from and after its date of issuance.

      "ADDITIONAL WARRANT" means a Warrant substantially in the form of Exhibit
B, to be issued in accordance with Section 8.7 of the Purchase Agreement as
amended hereby, which Additional Warrant shall for all purposes be deemed to be
a "Warrant" from and after its date of issuance.

      "AMENDED NOTE" means the Amended and Restated Note of the Company issued
in favor of WMF, dated the Effective Date, in the principal amount of
$24,000,000, substantially in the form of Exhibit A, which shall for all
purposes under the Purchase Agreement be deemed to be a Note from and after the
Effective Date.

      "AMENDED WARRANT" means the Amended and Restated Warrant to purchase
503,126 shares of Common Stock for a price of $3.742 per share, issued to WMF,
dated the Effective Date, substantially in the form of Exhibit B, which shall
for all purposes under the Purchase Agreement be deemed to be a Warrant from and
after the Effective Date.


                                       2
<PAGE>
      "BASE YEAR EBITDA" has the meaning given to such term in the Senior Credit
Agreement.

      "CAPITAL EXPENDITURES" has the meaning given to such term in the Senior
Credit Agreement.

      "COLLATERAL" has the meaning given to such term in the Senior Credit
Agreement.

      "DISQUALIFIED CAPITAL STOCK" has the meaning given to such term in the
Senior Credit Agreement, except that it shall be interpreted with reference to
the maturity date of the Note.

      "EBITDA" has the meaning given to such term in the Senior Credit
Agreement.

      "EXCESS AVAILABILITY" has the meaning given to such term in the Senior
Credit Agreement.

      "EXISTING IRB INDEBTEDNESS" means all indebtedness currently outstanding
under the Loan Agreement between California Economic Development Financing
Authority and the Company dated as of April 1, 1998 and all letters of credit
supporting such indebtedness, all as set forth on Schedule 1.1.1.

      "EXISTING OPERATIONS CAPITAL EXPENDITURES" has the meaning given to such
term in the Senior Credit Agreement.

      "EXPANSION CAPITAL EXPENDITURES" has the meaning given to such term in the
Senior Credit Agreement.

      "FIXED CHARGE COVERAGE RATIO" has the meaning given to such term in the
Senior Credit Agreement.

      "FBO" has the meaning given to such term in the Senior Credit Agreement.

      "FBO ENTERPRISE VALUE" has the meaning given to such term in the Senior
Credit Agreement.

      "FBO OPERATIONS" has the meaning given to such term in the Senior Credit
Agreement.

      "FOOTHILL" means Foothill Capital Corporation.

      "FULLY DILUTED BASIS" means the number of shares of Common Stock, plus the
number of in-the-money warrants and options of the Company, all issued and
outstanding as of January 1, 2004, including the Additional Warrants to be
issued under Section 4.1.2 of this Amendment. For purposes of this definition,
whether an option or warrant is "in-the-money" shall be measured with respect to
the last sale price on for the common stock on the trading day immediately prior
to January 1, 2004.


                                       3
<PAGE>
      "NET CASH PROCEEDS" has the meaning given to such term in the Senior
Credit Agreement.

      "PERMITTED ASSET SALE" means any sale or other disposition of assets,
businesses or business lines of the Company or any of its Subsidiaries, other
than a Permitted Disposition, sale-leaseback transaction or disposition of
equity interests; provided that (i) the cash sale price is at least equal to the
fair market value of such assets; (ii) both before and after giving effect to
such transaction, the Company maintains FBO Operations at FBOs having an
aggregate FBO Enterprise Value of at least $10,000,000, (iii) no Affiliate is an
interested party in such transaction and (iv) at least 15 days prior to
consummating such transaction, the Company advises the Purchaser in writing of
its intention to do so and presents the Purchaser with such information as is
reasonably required for the Purchaser to conclude that such transaction complies
with clauses (i), (ii) and (iii) of this proviso.

      "PERMITTED CONSTRUCTION INDEBTEDNESS" has the meaning given to such term
in the Senior Credit Agreement.; provided, that any Permitted Construction
Indebtedness hereunder, as to which there is recourse against the assets of the
Company or its Subsidiaries other than the improvements constructed and related
equipment, must be expressly subordinated to the obligations of the Company and
its Subsidiaries (other than the Subsidiary that is the primary obligor of such
Permitted Construction Indebtedness).

      "PERMITTED DISPOSITION" has the meaning given to such term in the Senior
Credit Agreement.

      "PERMITTED SALE-LEASEBACK" means a transaction in which the Company or a
Subsidiary of the Company sells improvements to Real Property to a third party
who then leases such improvements to a Subsidiary of the Company; provided that
(i) such lease is solely an obligation of the Subsidiary the asset of which is
sold and is non-recourse to the Company or any other Subsidiaries of the
Company, (ii) the cash sale price is at least equal to the fair market value of
such improvements, (iii) no Affiliate is an interested party in such Asset
Disposition and (iv) at least 15 days prior to consummating such transaction,
the Company advises the Purchaser in writing of its intention to do so and
presents the Purchaser with such information as is reasonably required for the
Purchaser to conclude that such transaction complies with clauses (i), (ii) and
(iii) of this proviso.

      "PERMITTED FINANCING TRANSACTIONS" shall mean

      (a) Permitted Asset Sales;

      (b) Permitted Sale-Leasebacks,

      (c) Sales by the Company of Common Stock or preferred stock of the Company
for cash in an amount at least equal to the fair market value thereof;

      (d) Any other transaction for which the Purchaser provides its consent in
its sole discretion;


                                       4
<PAGE>
provided, in the case of clauses (a) through (d), that (i) no Event of Default
shall have occurred and be continuing, or would exist as a result of giving
effect to such Permitted Financing Transaction, that (i) would reasonably be
expected to have a material adverse impact on the Company or Company's ability
to comply with Section 8.7 of the Agreement or Section 4.3.2 of this Amendment
or (ii) are caused by the failure to comply with Sections 9.1, 9.2, 9.4, 9.5,
9.6, 9.7, 9.11 (in the case of Investments made with cash), 9.13, 9.16 or 9.18
of this Agreement; (ii) after giving effect to the transaction, the Company
would be in compliance on a pro forma basis with the covenants set forth in
Section 9.8 of the Purchase Agreement, giving effect to any adjustments pursuant
to Section 9.8(e), computed for the most recently ended month for which
information is available and is in compliance with all other terms and
conditions of the Purchase Agreement; (iii) the Company has complied with all
requirements under the Senior Credit Agreement applicable to the transaction;
and (iv) the Net Cash Proceeds obtained as a result of such Permitted Financing
Transaction are first applied to repay the Senior Indebtedness and the Note in
the manner set forth in the Subordination Agreement.

      "QUALIFIED ASSET SALE" means a Permitted Asset Sale that constitutes a
Permitted Financing Transaction.

      "REAL PROPERTY" has the meaning given to such term in the Senior Credit
Agreement.

      "SECURITY AGREEMENT" means the Security Agreement, dated as of the date
hereof, by and among the Company, each subsidiary that are signatories thereto
and the Purchaser.

      "SENIOR CREDIT AGREEMENT" means the Senior Credit Agreement, as in effect
on the date hereof, by and among the Company, certain of its subsidiaries and
the Senior Lenders.

      "SENIOR INDEBTEDNESS" means, without duplication, (i) up to $49,000,000
principal amount of Indebtedness of the Company and its Subsidiaries currently
outstanding or incurred in the future under, and in compliance with, the Senior
Credit Agreement, as such agreement may be amended from time to time in
compliance with the Subordination Agreement; (ii) up to $40,000,000 of
obligations under leases entered into in connection with Permitted
Sale-Leasebacks to the extent such leases are required by GAAP to be categorized
as senior indebtedness; (iii) Permitted Construction Indebtedness in the amounts
listed on Schedule 1.1.2 to the extent incurred in connection with construction
at the FBOs identified thereupon opposite such amounts; and (v) Existing IRB
Indebtedness.

      "SUBORDINATION AGREEMENT" means the Subordination Agreement dated the date
hereof by and among Foothill Capital Corporation, as agent, WMF and the Company.

      "TARGET FBOS" has the meaning given to such term in the Senior Credit
Agreement.

      "WHITNEY MANAGEMENT" means Whitney Mezzanine Management Co., LLC

       1.1.2 All capitalized terms used in this Amendment but not defined shall
have the meanings given to them in the Purchase Agreement. In the event of a
conflict between the


                                       5
<PAGE>
definitions contained in this Amendment and those contained in the Purchase
Agreement, the definitions contained herein shall prevail.

                                   ARTICLE II

                               WAIVER AND CONSENT

      2.1 WAIVER AND CONSENT. Schedule 2.1 sets forth all defaults and Events of
Default known by the Company to have occurred or, as a result of actions
contemplated by the Company, may occur under the Purchase Agreement or the Note.
Subject to the terms and provisions of this Amendment and in consideration of
the fee paid pursuant to Section 3.3 and other valuable consideration, WMF
hereby waives compliance by the Company and its Subsidiaries with the covenants
set forth in Sections 8.1(h), 9.8(d) and (f), 9.7 and 9.11 with respect to the
specific occurrences set forth on Schedule 2.1 and not to any further
occurrences, and agrees to consent to the specific transactions listed on
Schedule 2.1. This waiver is limited as specified and shall not constitute (i)
an endorsement of any action or inaction of the Company or (ii) a modification,
acceptance or waiver of any other provision of the Purchase Agreement or any of
the other Transaction Documents.

                                  ARTICLE III

               AGREEMENT TO ISSUE AMENDED AND RESTATED SECURITIES

      3.1 ISSUANCE OF AMENDED NOTE. Subject to the terms and conditions herein
set forth, the Company agrees that it will issue to WMF on the Effective Date
the Amended Note substantially in the form attached hereto as Exhibit A,
appropriately completed in conformity herewith. The parties hereto acknowledge
that no additional purchase price shall be payable in respect of the Amended
Note.

      3.2 ISSUANCE OF AMENDED WARRANT. Subject to the terms and conditions
herein set forth, the Company agrees that it will issue to WMF on the Effective
Date the Amended Warrant substantially in the form attached hereto as Exhibit B,
appropriately completed in conformity herewith. The parties hereto acknowledge
that no additional purchase price shall be payable in respect of the Amended
Warrant.

      3.3 FEES AT CLOSING. On the Effective Date, the Company shall (a) pay to
Whitney Management a placement fee equal to one percent (1%) of the principal
amount of the Amended Note, and (b) reimburse all of Whitney Management's and
the Purchaser's reasonable out-of-pocket expenses (including, without
limitation, fees, charges and disbursements of counsel and consultants) incurred
in connection with (i) the negotiation and execution and delivery of this
Amendment and the documents related to this Amendment (including, without
limitation the Senior Credit Agreement) and Whitney Management's and the
Purchaser's due diligence investigation, and (ii) the transactions contemplated
by this Amendment and those documents, which payments shall be made by wire
transfer of immediately available funds to an account or accounts designated by
the Purchaser.


                                       6
<PAGE>
      3.4 EFFECTIVENESS. The issuance of the Amended Note and the Amended
Warrant shall take place at the closing (the "AMENDMENT CLOSING") to be held at
the offices of Kirkland & Ellis, 153 East 53rd Street, New York, New York 10022
at 10:00 a.m., Local Time, on December 30, 2002 (the "EFFECTIVE DATE"). At the
Amendment Closing, the Company shall deliver the Amended Note, the Amended
Warrant and the amounts referred to in Section 3.3 to WMF, and WMF shall deliver
the WMF Note and the WMF Warrant to the Company for cancellation.

                                   Article IV

                        AMENDMENTS TO PURCHASE AGREEMENT

      4.1   AMENDMENTS TO ARTICLE 8.

            4.1.1 The Purchase Agreement is hereby amended to add a new
subsection (n) to Section 8.1 to read as follows:

            "(n) The Company shall, concurrently with the delivery of any
            information to the lenders under the Senior Credit Agreement,
            deliver such information to WMF."

            4.1.2 The Purchase Agreement is hereby amended to add the following
to the end of Section 8.7:

            "In addition, the Company shall prepay (i) $12,000,000 principal
            amount of the Note on or before December 31, 2003 and (ii) all
            outstanding principal of the Note and any Additional Note on or
            before December 31, 2004. Any prepayments made pursuant to this
            Section shall be made in accordance with the provisions set forth in
            Section 3 of the Amended Note. If any amount of principal is
            outstanding after December 31, 2003, the Company shall within five
            (5) business days after December 31, 2003, effective as of January
            1, 2004, issue Additional Warrants to WMF to purchase the number of
            shares of Common Stock that would, on such date, represent 5% of the
            outstanding Common Stock on a Fully Diluted Basis, for an exercise
            price of $.0001 per share. If the outstanding principal amount of
            the Note is greater than $12,000,000 after December 31, 2003, the
            Company shall within five (5) business days after December 31, 2003,
            effective as of January 1, 2004, issue to WMF (i) the Additional
            Note in the principal amount of $5,000,000; and (ii) Additional
            Warrants to WMF to purchase the number of shares of Common Stock
            that would, on such date, represent 5% of the outstanding Common
            Stock on a Fully Diluted Basis, for an exercise price of $.0001 per
            share (such Additional Warrants to be in addition to those issued
            pursuant to the preceding sentence)."


                                       7
<PAGE>
      4.2   AMENDMENTS TO ARTICLE 9.

            4.2.1 Subsection (b) of Section 9.4 of the Purchase Agreement is
hereby amended and restated in its entirety to read as follows:

            "(b) (i) Senior Indebtedness, the permitted amount to be permanently
            reduced by the amount of (A) any prepayments or scheduled repayments
            of Permitted Construction Indebtedness or term debt (other than term
            debt under the Senior Credit Agreement, the repayment of which
            increases revolving facility availability), (B) any permanent
            repayments of, or reductions in commitments with respect to,
            revolving debt and (C) any payments made under leases entered into
            in connection with Permitted Sale-Leasebacks; and (ii) existing
            Indebtedness set forth on Schedule 5.27."

            4.2.2

            (a) Subsection (j) of Section 9.5 of the Purchase Agreement is
hereby amended and restated in its entirety to read as follows:

            "(j) Liens securing Senior Indebtedness; and"

            (b) Subsection (e)(iii) of Section 9.5 of the Purchase Agreement is
hereby amended and restated in its entirety to read as follows:

            (iii) the Indebtedness secured by all such Liens, shall not exceed
            $2,000,000 incurred in any one fiscal year or $5,000,000 in the
            aggregate outstanding at any time; and

            4.2.3 Subsection (b) of Section 9.6 of the Purchase Agreement is
hereby amended and restated in its entirety to read as follows:

            "(b) Asset Dispositions that constitute Permitted Financing
            Transactions."

            4.2.4 Section 9.13 of the Purchase Agreement is amended and restated
in its entirety to read as follows:

            "9.13 MANAGEMENT AND CONSULTING ARRANGEMENTS; DIRECTOR AND OFFICER
            COMPENSATION.

            (a) The Company shall not, nor shall it permit any of its
            Subsidiaries, directly or indirectly, to pay any management,
            consulting or similar fees to any Affiliate or to any director,
            officer or employee of the Company or any of its Subsidiaries except
            reasonable director's fees and expenses (including reasonable fees
            and expenses payable in connection with services provided with


                                       8
<PAGE>
            respect to Permitted Financing Transactions) and except as set forth
            on Schedule 9.13. Notwithstanding the foregoing, no payments may be
            made with respect to any items set forth on Schedule 9.13 upon the
            occurrence and during the continuation of an Event of Default of the
            type described in clause (i) of definition of such term.

            (b) The Company shall not, nor shall it permit any of its
            Subsidiaries, directly or indirectly, to pay any professional,
            consulting, investment banking, advisory or management fees in
            excess of $2,000,000 per annum in the aggregate, except for (i) fees
            and expenses related to the preparation and negotiation of the
            Senior Credit Agreement and Amendment No. 3 to this Agreement, each
            set forth on Schedule 9.13, and (ii) reasonable fees and expenses in
            connection with Permitted Financing Transactions consummated in
            compliance with Section 4.3.2 of Amendment No. 3 to this Agreement.

            (c) The Company shall not, nor shall it permit any of its
            Subsidiaries, directly or indirectly, to increase or agree to
            increase the compensation or fringe benefits to any director or
            executive officer (within the meaning of the Securities Exchange Act
            of 1934) of the Company, other than as set forth on Schedule 9.13."

            4.2.5 Section 9.8 of the Purchase Agreement is amended and restated
in its entirety to read as follows:

            "9.8  FINANCIAL COVENANTS.

            (a) Minimum EBITDA. Fail to maintain EBITDA, when measured as of the
            end of the periods set forth below, of not less than the amount set
            forth opposite thereto (the "Applicable EBITDA Amount"):

<TABLE>
<CAPTION>
            Applicable Amount                       Applicable Period
            -----------------                       -----------------
<S>                                            <C>
                 $5,850,000                    For the 6-month period
                                               ending March 31, 2003
                 $9,630,000                    For the 9-month period
                                               ending June 30, 2003
                $12,240,000                    For the 12-month period
                                               ending September 30, 2003
                $12,780,000                    For the 12-month period
                                               ending December 31, 2003
                $12,150,000                    For the 12-month period
                                               ending March 31, 2004 and each 12-month
                                               period ending on the last day of each
                                               fiscal quarter thereafter
</TABLE>


                                       9
<PAGE>
            (b) Minimum Fixed Charge Coverage Ratio. Fail to maintain a Fixed
            Charge Coverage Ratio, when measured as of the end of the periods
            set forth below, of not less than the ratio set forth opposite
            thereto:

<TABLE>
<CAPTION>
            Applicable Ratio                           Applicable Period
            ----------------                           -----------------
<S>                                            <C>
                 0.9 to 1.0                    For the 6-month period
                                               ending March 31, 2003
                 0.9 to 1.0                    For the 9-month period
                                               ending June 30, 2003
                 0.9 to 1.0                    For the 12-month period
                                               ending September 30, 2003
                 0.9 to 1.0                    For the 12 month period
                                               ending on the last day of
                                               each fiscal quarter thereafter
</TABLE>


            (c) Minimum Excess Availability. Fail to maintain Excess
            Availability (as defined in the Senior Credit Agreement) of
            $2,250,000 at all times.

            (d) Capital Expenditures. Make:

                  (i) Capital Expenditures of more than $825,000 in any one
            instance without Agent's prior written consent if such expenditure
            is not wholly-financed with proceeds of a loan not made by the
            Lenders under the terms of this Agreement and the incurrence of such
            Indebtedness is otherwise permitted under the terms of this
            Agreement.

                  (ii) Expansion Operations Capital Expenditures in any fiscal
            year in excess of the amount set forth in the following table for
            the applicable period:

<TABLE>
<CAPTION>
                           Fiscal Year                          Amount
                           -----------                          ------
<S>                                                             <C>
                           2003                                 $8,030,000

                           2004                                 $13,090,000

                           2005                                 $6,930,000
</TABLE>



            provided, however, the amount of any permitted Expansion Operations
            Capital Expenditures not made in any year set forth above shall be
            added to the amount set forth in the following year;


                                       10
<PAGE>
            provided, further, however, such Expansion Operations Capital
            Expenditures may only be made with respect to the FBOs set forth on
            Schedule R-1 to the Senior Credit Agreement.

                  (iii) Existing Operations Capital Expenditures in any fiscal
            year in excess of the amount set forth in the following table for
            the applicable period:

<TABLE>
<CAPTION>
                           Fiscal Year                          Amount
                           -----------                          ------
<S>                                                             <C>
                           2003                                 $4,400,000

                           2004                                 $6,050,000

                           2005                                 $6,050,000

                           2006                                 $6,050,000

                           2007                                 $6,050,000
</TABLE>


            (e) Notwithstanding the foregoing, the Applicable EBITDA Amounts set
            forth in Section 9.8(a) above shall be adjusted as follows:

                  (i) after any sale of a Target FBO consummated prior to March
            1, 2003, the Applicable EBITDA Amount for all periods through March
            31, 2003 shall be reduced by 75% of the Base Year EBITDA attributed
            to such Target FBO times the number of months then remaining until
            March 31, 2003;

                  (ii) after any sale of a Target FBO consummated prior to May
            1, 2003, the Applicable EBITDA Amount for all periods through June
            30, 2003 shall be reduced by 80% of Base Year EBITDA attributed to
            such Target FBO times the number of months then remaining until May
            31, 2003;

                  (iii) if any Target FBOs have not been sold by June 30, 2003,
            then the Applicable EBITDA Amounts for all periods thereafter until
            the Target FBOs are sold shall increase by 80% of Base Year EBITDA
            for such Target FBOs times the number of months remaining in any
            period for which such covenant is to be tested; and

                  (iv) after the consummation of any sale of an FBO other than a
            Target FBO, the Applicable EBITDA Amount shall be reduced by (A) 75%
            of the Base Year EBITDA of such FBO times the number of months then
            remaining until March 31, 2003 if the sale of such FBO is
            consummated prior to March 31, 2003 for the covenant period ending
            March 31, 2003; (B) 80% of the Base Year


                                       11
<PAGE>
            EBITDA of such FBO times the number of months then remaining until
            June 30, 2003 if the sale of such FBO is consummated prior to June
            30, 2003, (C) 88.68% of the Base Year EBITDA of such FBO times the
            number of months then remaining to the end of the emasurement period
            during the fiscal year ending June 30, 2004 if the sale of such FBO
            is consummated during such fiscal year, (D) 99.89% of the Base Year
            EBITDA of such FBO times the number of months then remaining to the
            end of the measurement period during the fiscal year ending June 30,
            2005 if the sale of such FBO is consummated during such fiscal year,
            (E) 101.39% of the Base Year EBITDA of such FBO times the number of
            months then remaining to the end of the measurement period during
            the fiscal year ending June 30, 2006 if the sale of such FBO is
            consummated during such fiscal year, and (F) 102.91% of the Base
            Year EBITDA of such FBO times the number of months then remaining to
            the end of the measurement period during the fiscal year ending June
            30, 2007 if the sale of such FBO is consummated during such fiscal
            year."

      4.3   ADDITIONAL COVENANTS.

            4.3.1 SECURITY. As security for the full and timely payment of all
obligations under the Amended Note and any Additional Note, and the performance
of all obligations contained in this Amendment, the Purchase Agreement or any
document related hereto or thereto in connection with the Amended Note or
Additional Note, the Company covenants that it will, on and after the date
hereof, do or cause to be done, all things necessary in the reasonable opinion
of WMF and its counsel, to grant to WMF a duly perfected priority purchase
security interest in all of the Collateral, second in priority solely to the
security interest granted to Foothill, as agent, under the Senior Credit
Agreement. At the request of WMF, the Company will cause its duly authorized
officers to execute on its behalf, any certificate, instrument, statement or
document, or to procure any such certificate, instrument, statement or document,
or to take such other action which WMF counsel reasonably deems necessary, from
time to time, to create, continue or preserve WMF's security interest in and to
the Collateral (and the perfection and priority thereof) as contemplated hereby.

            4.3.2 CERTAIN OBLIGATIONS RELATED TO PERMITTED FINANCING
TRANSACTIONS.

            (a) The Company shall, and shall cause its Subsidiaries to,
immediately commence an active process to engage in Qualified Asset Sales and
other Permitted Financing Transaction and to continue to actively seek to engage
in Qualified Asset Sales so long as any amounts are outstanding under the Note.
The Company or the relevant Subsidiary shall promptly consummate any proposed
Qualified Asset Sale or other Permitted Financing Transaction upon receiving any
consents required under the Senior Credit Agreement. The Company shall
immediately apply the Net Cash Proceeds of any Permitted Financing Transaction
to prepay advances under the Senior Credit Agreement or to prepay outstanding
amounts under the Amended Note or Additional Note, in each case as set forth in
the Subordination Agreement.


                                       12
<PAGE>
            (b) On the date hereof, the Company shall cause its by-laws to be
amended to establish two new standing committees of its Board of Directors (the
"SPECIAL COMMITTEES") to advise the Board of Directors as to the advisability of
specific Permitted Financing Transactions. One such committee shall advise the
Board of Directors as to the merits of all Permitted Financing Transactions
available to the Company, other than Asset Dispositions. The second such
committee (the "ASSET SALE COMMITTEE") shall advise the Board as to Qualified
Asset Sales. The Purchaser shall at all times have the rights granted to it in
Section 8.11 of the Purchase Agreement with respect to the Special Committees.
In addition, the Company shall promptly inform the Purchaser as to the substance
of any reports or advice given by the Special Committees to the Board of
Directors as to any proposed transaction, together with details regarding such
proposed transaction. The Company shall cause the Special Committees to exist
and to meet regularly to conduct their duties, in each case so long as any
amounts are outstanding under the Amended Note or the Additional Note. The Asset
Sale Committee shall consist at all times solely of directors who are (i)
"disinterested," within the meaning of Delaware law, in Qualified Asset Sales,
(ii) neither "executive officers" of the Company, as defined under the
Securities Exchange Act of 1934, nor affiliated with any such executive officers
and (iii) "independent" within the meaning of Section 301 of the Sarbanes-Oxley
Act of 2002; provided, however, in no case shall any of Joseph A. Czyzyk, Philip
J. Fagan, Jr., M.D. or Frederick H. Kopko, Jr. serve on the Asset Sale
Committee.

            (c) In furtherance of its obligations under paragraph (a) hereof, as
promptly as practicable following the date hereof, the Company shall at all
times retain a nationally recognized investment banking firm or firms acceptable
to the Company and the Purchaser to engage in an active process to present
suitable Asset Dispositions to the Company and to advise the Company with
respect to Asset Dispositions. The Company agrees that such process shall
include the actions specified on Schedule 4.3.2. The Company, the Asset Sale
Committee and the Board of Directors of the Company shall consider in good faith
the advice of such firm in proposing Qualified Asset Sales to WMF and Foothill.

            4.3.3 REGISTRATION OF COMMON STOCK. Within 90 days after (i) the
Effective Date with respect to the Amended Warrant and (ii) January 1, 2004 with
respect to any Additional Warrant, the Company shall prepare and file with the
Securities and Exchange Commission a registration statement on Form S-3 for an
offering to be made on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933 registering the resale from time to time by WMF of
the shares of Common Stock issuable upon exercise of such Warrant (each, a
"SHELF REGISTRATION STATEMENT"). Each Shelf Registration Statement shall permit
the resale by WMF in accordance with the methods of distribution set forth in
such Shelf Registration Statement (such methods of distribution to include
underwritten offerings and other methods designated in writing by the Holders).
The Company shall use commercially reasonable efforts to cause each Shelf
Registration Statement to be declared effective under the Securities Act as soon
as reasonably practicable after the date it is filed. The Company shall use
commercially reasonable efforts to keep each Shelf Registration Statement
continuously effective under the Securities Act of 1933 the sale of all of the
Common Stock included in such Shelf Registration Statement. To the extent any
provision in this Section 4.3.3 is inconsistent with the Registration Rights
Agreement, this Section shall control. The parties hereby amend the Registration
Rights Agreement so that (i) the definition of "WMF Note" in the Registration


                                       13
<PAGE>
Rights Agreement shall include the Amended Note and (ii) the definitions of "WMF
Warrant" and "Warrant" shall include the Amended Warrant.

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

      The Company represents and warrants to the Purchaser as follows:

      5.1 REPRESENTATIONS AND WARRANTIES IN THE PURCHASE AGREEMENT. The
representations and warranties of the Company contained in the Article 5 of the
Purchase Agreement were true, correct and complete as and when made and are
true, correct and complete on the date hereof; provided that for purposes of
determining whether a representation is true, correct and complete on the date
hereof, and for no other purpose, any Schedule delivered pursuant to Section
8.1(k) of the Purchase Agreement as of the Effective Date with respect to a
particular representation or warranty shall be deemed to have amended such
representation and warranty.

      5.2 AUTHORITY, ETC. The execution and delivery by the Company of this
Amendment and the performance by the Company of all of its agreements and
obligations under this Amendment, the Purchase Agreement and the Collateral
Documents (i) are within the corporate authority of the Company, (ii) have been
duly authorized by all necessary corporate proceedings by the Company, (iii) do
not conflict with or result in any breach or contravention of any provision of
law, statute, rule or regulation to which the Company is subject or any
judgment, order, writ, injunction, license or permit applicable to the Company,
and (iv) do not conflict with any provision of the corporate charter or by-laws
of, or any agreement or other instrument binding upon, the Company.

      5.3 ENFORCEABILITY OF OBLIGATIONS. This Amendment, the Purchase Agreement,
the Collateral Documents, the Amended Note and the Amended Warrant constitute
the legal, valid and binding obligations of the Company, enforceable against it
in accordance with their respective terms.

      5.4 NO DEFAULT. After giving effect to this Amendment and transactions
contemplated by the Senior Credit Agreement, no default or Event of Default
exists under the Agreement or the Note.

      5.5 COLLATERAL DOCUMENTS; SECURITY INTERESTS. All filings and other
actions necessary to perfect and protect the security interest in the Collateral
created in favor of WMF under the Collateral Documents have been duly made or
taken, and are in full force and effect, and the Collateral Documents create in
favor of the WMF a valid and, together with such filings and other actions,
perfected second priority security interest in the Collateral, securing the
payment of the Company's obligations under this Amendment, the Purchase
Agreement and under the Amended Note. The Company is the legal and beneficial
owner of the Collateral free and clear of any Lien, except for the liens and
security interests created or permitted under the Purchase Agreement, as amended
by this Amendment.


                                       14
<PAGE>
                                   ARTICLE VI

                             AFFIRMATION OF GUARANTY

      6.1 AFFIRMATION OF GUARANTY. For purposes of the Guaranty, by their
respective signatures below, each Guarantor hereby consents and agrees to the
entering into of this Amendment and acknowledges and affirms that the Guaranty
(as amended, modified or supplemented prior to the date hereof) remains in full
force and effect in accordance with its terms on the date hereof and after
giving effect to this Amendment.

                                  ARTICLE VII

                           CONDITIONS TO EFFECTIVENESS

         The effectiveness of this Amendment is conditioned upon the following:

      7.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties of
the Company contained in Article V hereof shall be true and correct at and as of
the date hereof and the Effective Date as if made at and as of such date, and
the Purchaser shall have received a certificate to the foregoing effect, dated
the Effective Date, and executed by the Chief Executive Officer of the Company.

      7.2 COMPLIANCE WITH THIS AMENDMENT AND THE PURCHASE AGREEMENT. The Company
shall have performed and complied with all of its agreements and conditions set
forth or contemplated herein or in the Purchase Agreement that are required to
be performed or complied with by the Company on or before the Effective Date,
and the Purchaser shall have received a certificate to the foregoing effect,
dated the Effective Date, and executed by the Chief Executive Officer of the
Company.

      7.3 SECRETARY'S CERTIFICATES.

            7.3.1 The Purchaser shall have received a certificate from the
Company, dated the Closing Date and signed by the Secretary or an Assistant
Secretary of the Company, certifying (i) that the attached copies of the
Certificate of Incorporation and By-laws of the Company, and resolutions of the
Board of Directors of the Company approving this Amendment and the transactions
contemplated hereby and establishing the Asset Sale Committee are all true,
complete and correct and remain unamended and in full force and effect, and (ii)
the incumbency and specimen signature of each officer of the Company executing
any Transaction Document to which it is a party or any other document delivered
in connection herewith and therewith on behalf of the Company.

            7.3.2 The Purchaser shall have received a certificate from each
Subsidiary of the Company that is a Guarantor, certifying (i) that the attached
copies of the Certificate of Incorporation and By-laws of such Subsidiary, and
the resolutions of the Board of Directors of such Subsidiary approving this
Amendment and the transactions contemplated hereby are all true, complete and
correct and remain unamended and in full force and effect, and (ii) the


                                       15
<PAGE>
incumbency and specimen signatures of each officer of such Subsidiary executing
this Amendment or any other document delivered in connection herewith on behalf
of the Subsidiary.

      7.4 DOCUMENTS. The Purchaser shall have received true, complete and
correct copies of (i) the SEC Reports of the Company and (ii) such agreements,
schedules, exhibits, certificates, documents, financial information and filings
as they may request in connection with or relating to the transactions
contemplated hereby, all in form and substance satisfactory to the Purchaser.

      7.5 PURCHASE OF SECURITIES PERMITTED BY APPLICABLE LAWS. The consummation
of the transactions contemplated hereby:

            7.5.1 shall not be prohibited by any Requirement of Law,

            7.5.2 shall not subject the Purchaser to any penalty or other
onerous condition under or pursuant to any Requirement of Law, and

            7.5.3 shall be permitted by all Requirements of Law to which
Purchaser or the transactions contemplated by or referred to herein are subject;
and the Purchaser shall have received such certificates or other evidence as it
may reasonably request to establish compliance with this condition.

      7.6 OPINION OF COUNSEL. The Purchaser shall have received an opinion of
outside counsel to the Company and its Subsidiaries, dated as of the Effective
Date, relating to the transactions contemplated by or referred to herein, in
form and substance acceptable to the Purchaser.

      7.7 APPROVAL OF COUNSEL TO THE PURCHASER. All actions and proceedings
hereunder and all agreements, schedules, exhibits, certificates, financial
information, filings and other documents required to be delivered by the Company
and each of its Subsidiaries hereunder or in connection with the consummation of
the transactions contemplated hereby, and all other related matters, shall have
been in form and substance acceptable to Kirkland & Ellis, counsel to the
Purchaser, in its reasonable judgment (including, without limitation, the
opinion of counsel referred to in Section 7.6 hereof).

      7.8 CONSENTS AND APPROVALS. All consents, exemptions, authorizations, or
other actions by, or notices to, or filings with, Governmental Authorities and
other Persons in respect of all Requirements of Law and with respect to those
Contractual Obligations of the Company and each of its Subsidiaries necessary,
desirable, or required in connection with the execution, delivery or performance
(including, without limitation, the payment of interest on the Notes and the
issuance of Common Stock upon the exercise of the Warrants) by the Company, or
enforcement against the Company, of the Transaction Documents to which it is a
party shall have been obtained and be in full force and effect, and the
Purchaser shall have been furnished with appropriate evidence thereof, and all
waiting periods shall have lapsed without extension or the imposition of any
conditions or restrictions.

      7.9 REGISTRATION RIGHTS AGREEMENT. The Registration Rights Agreement shall
be in full force and effect.


                                       16
<PAGE>
      7.10 PREEMPTIVE RIGHTS AGREEMENT. The Preemptive Rights Agreement shall be
in full force and effect.

      7.11 NO MATERIAL JUDGMENT OR ORDER. There shall not be on the Effective
Date any judgment or order of a court of competent jurisdiction or any ruling of
any Governmental Authority or any condition imposed under any Requirement of Law
which, in the judgment of the Purchaser, would prohibit the purchase of the
Securities hereunder or subject the Purchaser to any penalty or other onerous
condition under or pursuant to any Requirement of Law if the Securities were to
be purchased hereunder.

      7.12 PRO FORMA BALANCE SHEET. The Company shall have delivered to the
Purchaser as of the Closing Date a pro forma consolidated balance sheet of the
Company and its Subsidiaries, certified by the chief financial officer of the
Company that it fairly presents the pro forma adjustments reflecting the
consummation of the transactions contemplated by hereby and by the Senior Credit
Agreement, including all material fees and expenses in connection therewith.

      7.13 GOOD STANDING CERTIFICATES. The Company shall have delivered to the
Purchaser as of the Closing Date, good standing certificates for the Company and
each of its Subsidiaries for each of their respective jurisdictions of
incorporation and all other jurisdictions where they do business.

      7.14 NO LITIGATION. Except as set forth on Schedule 7.14, no action, suit
or proceeding before any court or any Governmental Authority shall have been
commenced or threatened, no investigation by any Governmental Authority shall
have been commenced and no action, suit or proceeding by any Governmental
Authority shall have been threatened against the Purchaser, the Company or any
Subsidiary (i) seeking to restrain, prevent or change the transactions
contemplated hereby or questioning the validity or legality of any of such
transactions, or (ii) which would, if resolved adversely to the Purchaser,
Company or any Subsidiary, severally or in the aggregate, materially and
adversely affect the Condition of the Company.

      7.15 RECEIPT OF ADDITIONAL DOCUMENTS.

            (a) The Purchaser shall have received a Guaranty duly executed and
delivered by each Subsidiary of the Company organized under the laws of any
state or the District of Columbia of the United States of America, other than
such Subsidiaries that have previously executed the Guaranty; and

            (b) The Purchaser shall have received manually signed copies of the
Senior Credit Agreement, the Subordination Agreement and the Security Agreement,
each executed by the Company and all other parties thereto, which agreements
shall be in full force and effect.

            (c) The Purchaser shall have received a Validity Agreement from
Joseph A. Czyzyk in favor of the Purchaser.

      7.16 NO DEFAULTS. The Purchaser shall be satisfied that, after giving
effect to this Amendment and the transactions contemplated by the Senior Credit
Agreement, no default or Event of Default shall then exist.


                                       17
<PAGE>
      7.17 SENIOR CREDIT AGREEMENT. All conditions for the benefit of the
lenders to the effectiveness and first borrowing under the Senior Credit
Agreement shall have been satisfied and not waived.

                                  ARTICLE VIII

                                  MISCELLANEOUS

      8.1 CONTINUED EFFECTIVENESS. Notwithstanding anything contained herein,
the terms of this Amendment are not intended to and do not serve to effect a
novation as to the Purchase Agreement. The parties hereto expressly do not
intend to extinguish the Purchase Agreement. Instead, it is the express
intention of the parties hereto to reaffirm the indebtedness created under the
Purchase Agreement (including, without limitation, the Note) and the other
documents contemplated thereby and to reaffirm the rights and obligations
contained therein. The Purchase Agreement as amended hereby and each of the
other documents contemplated thereby shall remain in full force and effect.
Except as herein amended, the Purchase Agreement shall remain unchanged and in
full force and effect, and is hereby ratified in all respects. All of the
representations, warranties and covenants contained in the Purchase Agreement
and this Amendment shall survive the execution and delivery of this Amendment.

      8.2 NOTICES. All notices, demands and other communications provided for or
permitted hereunder shall be made in writing and shall be by registered or
certified first-class mail, return receipt requested, telecopier, courier
service or personal delivery:

      (a)   if to the Purchaser:

            J.H. Whitney Mezzanine Fund, L.P.
            177 Broad Street
            Stamford, Connecticut  06901
            Telecopier No.: (203) 973-1422
            Attention:     Mr. Daniel J. O'Brien
                           Mr. David Kroin
                           Kevin Curley, Esq.

            with a copy to:

            Kirkland & Ellis
            153 East 53rd Street
            New York, New York  10022
            Telecopier No.: (212) 446-4900
            Attention:     Frederick Tanne, Esq.
                           Andrew E. Nagel, Esq.


                                       18
<PAGE>
      (b)   if to the Company:

            Mercury Air Group, Inc.
            5456 McConnel Avenue
            Los Angeles, CA 90066
            Telecopier No.: (310) 827-0650
            Attention:       Mr. Joseph A. Czyzyk
                             Wayne J. Lovett, Esq.

            with a copy to:

            McBreen, McBreen & Kopko
            20 North Wacker Drive
            Suite 2520
            Chicago, IL  60606
            Attn:  Fred Kopko
            Fax No. 312.332.2657

            Riordan & McKinzie
            300 South Grand Avenue, 29th Floor
            Los Angeles, CA  90071
            Attn: Thomas A. Waldman
            Fax No. 213.830.8608

            All such notices and communications shall be deemed to have been
duly given: when delivered by hand, if personally delivered; when delivered by
courier, if delivered by commercial overnight courier service; if mailed, five
Business Days after being deposited in the mail, postage prepaid; and if
telecopied, when receipt is acknowledged.

      8.3 SUCCESSORS AND ASSIGNS; THIRD PARTY BENEFICIARIES. This Amendment
shall inure to the benefit of and be binding upon the successors and permitted
assigns of the parties hereto.

      8.4 REFERENCES. Any reference to the Purchase Agreement contained in any
notice, requisite, certificate, or other document executed concurrently with or
after the execution and delivery of this Amendment shall be deemed to include
the amendments contained in this Amendment unless the context shall otherwise
require.

      8.5 SIGNATURES; COUNTERPARTS. Telefacsimile transmissions of any executed
original document and/or retransmission of any executed telefacsimile
transmission shall be deemed to be the same as the delivery of an executed
original. At the request of any party hereto, the other parties hereto shall
confirm telefacsimile transmissions by executing duplicate original documents
and delivering the same to the requesting party or parties. This Amendment may
be executed in any number of counterparts and by the parties hereto in separate
counterparts, each


                                       19
<PAGE>
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.

      8.6 HEADINGS. The headings in this Amendment are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

      8.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED IN
ACCORDANCE WITH, AND ENFORCED UNDER, THE LAW OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW OF SUCH STATE (INCLUDING GIVING
EFFECT TO GOL SECTION 5-1401).

      8.8 SEVERABILITY. If any one or more of the provisions contained herein,
or the application thereof in any circumstance, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired, unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof.

      8.9 CERTAIN EXPENSES. The Company will pay all expenses of the Purchaser
(including fees, charges and disbursements of counsel and consultants) in
connection with this Amendment.


                                       20
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective officers hereunto duly authorized as
of the date first above written.

                                        MERCURY AIR GROUP, INC.

                                        By:     ________________________________
                                                Name:
                                                Title:





                                        J.H. WHITNEY MEZZANINE FUND, L.P.
                                        By:      Whitney GP, L.L.C.


                                        By:     ________________________________
                                                Name:
                                                Title:   A Managing Member


                  [SIGNATURE PAGE TO AMENDMENT NO. 3 AGREEMENT]
<PAGE>
                                   GUARANTORS:

MERCFUEL, INC.

By:    ______________________________
Name:
Title:

MAYTAG AIRCRAFT CORPORATION

By:    ______________________________
Name:  ______________________________
Title: ______________________________

MERCURY AIR CARGO, INC.

By:    ______________________________
Name:  ______________________________
Title: ______________________________

AEG FINANCE CORPORATION

By:    ______________________________
Name:  ______________________________
Title: ______________________________

MERCURY AIR CENTERS, INC.
(F/K/A WOFFORD FLYING SERVICES, INC.)

By:    ______________________________
Name:  ______________________________
Title: ______________________________

HERMES AVIATION, INC.

By:    ______________________________
Name:  ______________________________
Title: ______________________________

VULCAN AVIATION, INC.

By:    ______________________________
Name:  ______________________________
Title: ______________________________

                  [SIGNATURE PAGE TO AMENDMENT NO. 3 AGREEMENT]
<PAGE>
RPA AIRLINE AUTOMATION SERVICES, INC.
(F/K/A RENE PEREZ AND ASSOCIATES, INC.)

By:    ______________________________
Name:  ______________________________
Title: ______________________________

MERCURY ACCEPTANCE CORPORATION

By:    ______________________________
Name:  ______________________________
Title: ______________________________

EXCEL CARGO, INC.

By:    ______________________________
Name:  ______________________________
Title: ______________________________

MERCURY AIR CENTER-BIRMINGHAM, LLC

By:    ______________________________
Name:  ______________________________
Title: ______________________________

MERCURY AIR CENTER-BAKERSFIELD, INC.

By:    ______________________________
Name:  ______________________________
Title: ______________________________

MERCURY AIR CENTER-BURBANK, INC.

By:    ______________________________
Name:  ______________________________
Title: ______________________________

MERCURY AIR CENTER-FRESNO, INC.

By:    ______________________________
Name:  ______________________________
Title: ______________________________

MERCURY AIR CENTER-LOS ANGELES, INC.

By:    ______________________________
Name:  ______________________________
Title: ______________________________



                  [SIGNATURE PAGE TO AMENDMENT NO. 3 AGREEMENT]
<PAGE>
MERCURY AIR CENTER-ONTARIO, INC.

By:    ______________________________
Name:  ______________________________
Title: ______________________________

MERCURY AIR CENTER-SANTA BARBARA

By:    ______________________________
Name:  ______________________________
Title: ______________________________

MERCURY AIR CENTER-HARTSFIELD, LLC
By:    ______________________________
Name:  ______________________________
Title: ______________________________

MERCURY AIR CENTER-PEACHTREE-DEKALB, LLC

By:    ______________________________
Name:  ______________________________
Title: ______________________________

MERCURY AIR CENTER- FT. WAYNE, LLC

By:    ______________________________
Name:  ______________________________
Title: ______________________________

MERCURY AIR CENTER-JACKSON, L.L.C.

By:    ______________________________
Name:  ______________________________
Title: ______________________________

MERCURY AIR CENTER-RENO, LLC

By:    ______________________________
Name:  ______________________________
Title: ______________________________

MERCURY AIR CENTER-TULSA, LLC

By:    ______________________________
Name:  ______________________________
Title: ______________________________

MERCURY AIR CENTER-CHARLESTON, LLC


                  [SIGNATURE PAGE TO AMENDMENT NO. 3 AGREEMENT]
<PAGE>
By:    ______________________________
Name:  ______________________________
Title: ______________________________

MERCURY AIR CENTER-JOHNS ISLAND, LLC

By:    ______________________________
Name:  ______________________________
Title: ______________________________

MERCURY AIR CENTER-NASHVILLE, LLC

By:    ______________________________
Name:  ______________________________
Title: ______________________________

MERCURY AIR CENTER-ADDISON, INC.

By:    ______________________________
Name:  ______________________________
Title: ______________________________

MERCURY AIR CENTER - CORPUS CHRISTI, INC.

By:    ______________________________
Name:  ______________________________
Title: ______________________________


                  [SIGNATURE PAGE TO AMENDMENT NO. 3 AGREEMENT]