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                                                                    EXHIBIT 10.3

                              EMPLOYMENT AGREEMENT

      THIS AGREEMENT made as of May 22, 2002 by and between MERCURY AIR GROUP,
INC., a Delaware corporation having its principal offices at 5456 McConnell
Avenue, Los Angeles, California 90066 (hereinafter referred to as "Mercury"),
and Mr. John L. Enticknap, residing at 1878 Edgemont, Cumming, Georgia 30131
(hereinafter referred to as "Enticknap").

                              W I T N E S S E T H:

      WHEREAS, Enticknap has been employed as Executive Vice President of
Mercury since December 2000, and Chief Operating Officer of Mercury Air Centers,
Inc. since November 1999; and

      WHEREAS, Mercury's Board of Directors (the "Board of Directors") would
like to continue Enticknap's role as Executive Vice President of Mercury and
Chief Operating Officer of Mercury Air Centers on the terms and conditions set
forth in this Agreement; and

      WHEREAS, Enticknap wishes to accept these positions on the terms and
conditions set forth in this Agreement.

      NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, the parties agree as follows:

      First:       Employment

      (a) Employment. Mercury hereby confirms and agrees that Enticknap will be
appointed by the Board of Directors of Mercury to continue serving as an
Executive Vice President of Mercury and Chief Operating Officer of Mercury Air
Centers. In his capacity as Executive Vice President of Mercury and Chief
Operating Officer of Mercury Air Centers, Enticknap shall continue to report
directly to Mercury's Chief Executive Officer.

      (b) Enticknap's Acceptance. Enticknap hereby accepts his appointments as
Executive Vice President of Mercury and Chief Operating Officer of Mercury Air
Centers.

      Second:      Term

      Subject to the provisions governing termination as hereinafter provided,
the term of this Agreement shall begin on the date hereof and shall terminate
three years thereafter. If Enticknap is then employed by Mercury, on each
successive anniversary date, the term of this Agreement shall be automatically
extended for one additional year such that the remaining term of the Agreement
shall then be one (1) year; provided, however, that upon written notice given by
either party at least thirty (30) days prior to the next automatic extension,
the automatic extension right may be terminated.


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      Third:       Compensation

      (a) Base Compensation. For all services rendered by Enticknap under this
Agreement, Mercury shall pay Enticknap a salary of $181,500 per year, payable in
semi-monthly installments in accordance with Mercury's standard payroll
practices. From time to time, the salary payable to Enticknap may be adjusted at
the sole discretion of the Compensation Committee of the Board of Directors (the
"Compensation Committee"). Enticknap's annual salary, as from time to time
adjusted by the Compensation Committee, is hereinafter referred to as "Base
Compensation".

      (b) Bonus Plans. The Board of Directors may, at its discretion, establish
a bonus plan for Enticknap.

      Fourth:      Extent of Services

      Enticknap shall devote his entire time, attention and energies to the
business of Mercury (and its various subsidiaries) and shall not during the term
of this Agreement be engaged in any other business activity whether or not such
business activity is pursued for gain, profit or other pecuniary advantage; but
this shall not be construed as preventing Enticknap from investing his assets in
companies or other entities in such form or manner as will not require any
services on the part of Enticknap in the operation of the affairs of such
companies or entities in which such investments are made, and, with respect to
companies or other entities which are competitors of Mercury, where Enticknap's
investment does not represent in excess of five percent (5%) of the outstanding
equity of such company or entity.

      Fifth:       Working Facilities

      Enticknap shall be furnished with a private office and other facilities
and services reasonably suitable to his position and adequate for the
performance of his duties. Enticknap shall be employed at the Mercury Air
Centers, Inc. offices of Mercury located in Atlanta, Georgia and shall travel to
the extent necessary to fulfill his duties in his discretion.

      Sixth:       Disclosure of Information

      (a) Generally. The parties acknowledge that Mercury and its affiliates
(individually and collectively, the "Companies"), have developed and intend to
continue the development of and to formulate, acquire and use commercially
valuable technical and non-technical information, design and specification
documents, concepts, technology, know-how, improvements, proposals, patent
applications, techniques, marketing plans, strategies, forecasts, inventions
(not limited by the definition of an invention contained in the United States
Patent Laws), Trade Secrets (as defined in Sec. 3426.1(d) of the Uniform Trade
Secrets Act) and processes which are considered proprietary by the Companies,
particularly including, without limitation, customer and supplier lists, books
and records, computer programs, pricing information and business plans
(collectively, the "Proprietary Information"). It is necessary for the Companies
to protect the Proprietary Information by patents or copyrights or by holding it
secret and confidential.



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      (b) Access to Proprietary Information. The parties acknowledge that
Enticknap has access to the Proprietary Information and that the disclosure or
misuse of such Proprietary Information could irreparably damage the Companies
and/or their respective clients or customers.

      (c) Nondisclosure to others. Except as directed by Mercury in writing or
verbally, Enticknap shall not at any time during or after the Term disclose any
Proprietary Information to any person whatsoever, examine or make copies of any
reports or other documents, papers, memoranda or extracts for use other than in
connection with his duties with Mercury or utilize for his own benefit or for
the benefit of any other party any such Proprietary Information and will use
reasonable diligence to maintain the confidential, secret or proprietary
character of all Proprietary Information.

      (d) Survivability. Enticknap acknowledges that his obligations hereunder
shall continue beyond the Term with respect to any Proprietary Information (as
defined in Article Sixth, paragraph (a) hereof) which came into his possession
during the Term.

      Seventh:     Expenses

      Enticknap is authorized to incur reasonable expenses for promoting the
business of Mercury, including expenses for entertainment, travel and similar
items but only in accordance with the policies of the Board of Directors of
Mercury's Chief Executive Officer, as from time to time adopted. Mercury will
reimburse Enticknap for all such reasonable expenses upon the presentation by
Enticknap, from time to time, of an itemized account and documentation of such
expenditures in sufficient detail to allow Mercury to claim an income tax
deduction for each paid item, if such item is deductible.

      Eighth:      Fringe Benefits

      (a) Participating in General Plans. Enticknap shall have such employee
benefits (including medical insurance, life insurance, 401(k) and disability
insurance plans) as Mercury shall from time-to-time establish, promulgate or
keep in effect for the benefit of its management level employees. Such benefits
will include company paid medical insurance for Enticknap and his family under
Mercury's medical insurance plans. Enticknap shall be required to comply with,
and be entitled to benefits only in accordance with, the terms and conditions of
such plans. Nothing contained in this paragraph (a) of Article Eighth, however,
shall be construed to require Mercury to establish any life, disability or
medical insurance plans not in existence on the date hereof, to continue any
plans in existence on the date hereof, to prevent Mercury from modifying and/or
terminating any of the plans in existence on the date hereof or otherwise
require Mercury to take special steps to insure the eligibility of Enticknap or
his dependents under the provisions of such plans, and no such act or omission
shall be deemed to affect this Agreement or to require modification of the
compensation, additional benefit or other provisions contained herein.

      (b) Stock Options. Enticknap shall be entitled to the grant of stock
          options as from time to time determined in the sole discretion of the
          Board of Directors.



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      (c) 2002 Management Stock Purchase Plan.

          (i) By virtue of his eligibility to participate in the 2002 Management
          Stock Purchase Plan, Enticknap may purchase from CFK Partners, an
          Illinois general partnership, up to 30,000 unregistered shares of the
          common stock of Mercury, $0.01 par value, at a price of $7.50 per
          share (the "Purchase Price"), such purchase to be funded by Mercury.

          (ii) In the event Enticknap voluntarily leaves the full-time
          employment of Mercury or any of its subsidiaries or related companies
          for any reason whatsoever without the prior consent of Mercury, or in
          the event Enticknap's employment is terminated with or without
          "cause", as defined in Article 9 hereof (except pursuant to Article
          11(a) of the Employment Agreement or as set forth below), or in the
          event Enticknap dies or becomes disabled (hereinafter the "Date of
          Discharge"), Enticknap or his estate shall be obligated to repay the
          sums provided by Mercury hereunder, provided, however, that, in
          connection with Enticknap's employment with Mercury, Enticknap's
          obligations hereunder shall be forgiven by the percentage equal to the
          product of (i) 10% and (ii) the number of years from the date hereof
          to the Date of Discharge, with the number of years calculated on a
          March 1st fiscal year (so that if, for example, the Date of Discharge
          is April 1, 2004, the number of years calculated hereunder shall be
          2). Enticknap shall receive 10% of the original amount of stock
          purchased on the anniversary date of the Employment Agreement's
          execution and will be fully vested and eligible to vote those shares.
          Enticknap shall have no obligation to repay Mercury if he remains
          employed by Mercury after March 1, 2012. Mercury shall be granted a
          secured interest as a creditor of Enticknap in the event Enticknap
          defaults in his obligation to Mercury as herein set forth and Mercury
          will designate an escrow to hold the shares underlying the remaining
          debt obligation In the event Enticknap terminates his employment
          pursuant to Article 11(a) of the Employment Agreement or is terminated
          by Mercury for any reason following an event set forth in Article
          11(a) of his Employment Agreement, Enticknap shall have no further
          obligation to repay Mercury all or any portion of the Purchase Price.
          While Enticknap has any obligation to Mercury hereunder, Enticknap
          shall be obligated to comply with directions of the Board of Directors
          of Mercury with respect to the voting of those shares held in escrow
          purchased by Enticknap hereunder.

      (d) Vacation. Enticknap shall be entitled each year to a vacation of four
(4) weeks, during which time his compensation shall be paid in full.

      Ninth:       Mercury's Right to Terminate For Cause

      (a) Cause. Mercury may at any time during the term of this Agreement
discharge Enticknap for "cause." The term "cause" is defined herein as
Enticknap's (i) misappropriation of corporate funds, fraud, embezzlement or
other illegal conduct to the detriment of Mercury, (ii) negligence in the
execution of his material assigned duties or Enticknap's voluntary abandonment
of his job for any reason other than disability; (iii) refusal or failure, after
not less than 20 days written notice that such refusal or failure would
constitute a default hereunder, to carry out any reasonable



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and material direction from the Board of Directors given to him in writing; (iv)
conviction of a felony; (v) material breach or violation of the terms of this
Agreement, which breach or violation shall not have been fully cured (as
determined by the Board of Directors acting in good faith) by Enticknap within
20 days after receipt of written notice of the same from the Board of Directors;
(vi) Enticknap's death or disability (except that, in the event of Enticknap's
disability, Mercury shall, at Enticknap's request, prior to discharge, grant
Enticknap a leave of absence of up to six months or such longer period of time
as may be required by law); or (vii) Enticknap's engagement in drug or alcohol
abuse. Enticknap shall be terminated only following a finding of "cause" in a
resolution adopted by majority vote of the Board of Directors of Mercury.

      (b) No Rights Following Cause Termination. Following a termination of
Enticknap's employment with Mercury "for cause" pursuant to paragraph (a) of
this Article Ninth: (i) all rights and liabilities of the parties hereto shall
cease and this Agreement shall be terminated (subject to the continuing
obligations of Enticknap pursuant to Article Sixth and Twelfth hereof); and (ii)
Enticknap shall not be entitled to receive any severance benefits, salary, other
benefits or compensation of any kind (except for health insurance continuation
as required by COBRA, salary accrued through the date of termination and accrued
vacation pay as required by law) either as consideration for his employment or
in connection with the termination of his employment. In the event that
Enticknap asserts that his voluntary termination was actually a constructive
termination, Mercury shall be entitled to assert as "cause" for such termination
any grounds present at the time of such termination which the Board of Directors
could have asserted as "cause" if called upon to terminate Enticknap.

      Tenth:       Termination Without Cause

      (a) Rights Following Termination Without Cause. Should Enticknap be
discharged by Mercury at any time during the term of this Agreement except as
provided in Article Ninth, Mercury hereby agrees to pay Enticknap within thirty
(30) days from such discharge the lesser of one year's Base Compensation or the
Base Compensation that would otherwise be paid to him over the remaining term of
this Agreement, with a minimum of six (6) months base compensation.

      (b) No Additional Rights. Except as set forth above in paragraph (a) of
this Article Tenth following a termination of Enticknap's employment by Mercury
other that pursuant to Article Ninth above and Article Eleventh below: (i) all
rights and liabilities of the parties hereto shall cease and this Agreement
shall be terminated (subject to the continuing obligations of Enticknap pursuant
to Articles Sixth and Twelfth); and (ii) Enticknap shall not be entitled to
receive any severance benefits, salary, other benefits or compensation of any
kind (except for health insurance continuation as required by COBRA and accrued
vacation pay as required by law) either as consideration for his employment or
in connection with the termination of his employment.

      Eleventh:    Right to Voluntary Termination by Enticknap

      (a) Conditions for Termination by Enticknap. In the event that:

          (i) Any "person" other than CFK Partners or an affiliate of CFK
      Partners is or becomes a "beneficial" owner, "directly or indirectly", of
      stock of Mercury representing



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      50% or more of the total voting power of Mercury's then outstanding stock,
      without the written consent of the Board of Directors of Mercury; or

          (ii) Mercury is acquired by another entity through the purchase of
      substantially all of its assets, the purchase of all of its outstanding
      voting securities or a combination thereof, without the consent of the
      Board of Directors of Mercury; or

          (iii) Mercury is merged with another entity, consolidated with another
      entity or reorganized in a manner in which any "person" other than CFK
      Partners or an affiliate of CFK Partners is or becomes a "beneficial"
      owner, "directly or indirectly", of stock of the surviving entity
      representing 50% or more of the total voting power of the surviving
      entity's then outstanding stock, without the consent of the Board of
      Directors of Mercury; or

          (iv) During any period of one, two or three consecutive years,
      individuals who at the beginning of any such period constitute the
      directors of Mercury cease for any reason to constitute at least a
      majority thereof unless the election, or the nomination or election by
      Mercury's stockholders, of each new director of Mercury was approved by a
      vote of at least two-thirds of such directors of Mercury then still in
      office who were directors of Mercury at the beginning of any such period;

      then, if following any of the events set forth in clauses (i), (ii),
(iii) or (iv), Enticknap's duties are substantially altered or Enticknap is
demoted for cause, Enticknap shall have the right and option to voluntarily
terminate this Agreement upon written notice to Mercury. All terms used in
quotations in clauses (i) and (iii) shall have the meanings assigned to such
terms in Section 13 of the Securities Exchange Act of 1934 and the rules,
regulations, releases and no-action letters of the Securities and Exchange
Commission promulgated thereunder or interpreting any of the same. For purposes
of clauses (i) and (iii), the term "affiliate" shall have the meaning assigned
to such term in Rule 144 promulgated by the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and the releases and no-action
letters interpreting the same.

      (b) Rights Following Voluntary Termination After a Change of Control.
Following any voluntary termination of employment by Enticknap pursuant to
paragraph (a) of this Article Eleventh, Enticknap shall be entitled to be paid
by Mercury within thirty (30) days of such termination by Enticknap, the lesser
of one year's Base Compensation or the entire balance of his Base Compensation
remaining to be paid to Enticknap over the full remaining term of this
Agreement.

      (c) No Additional Rights. Except as set forth above in paragraph (b) of
this Article Eleventh, following a voluntary termination of Enticknap's
employment with Mercury pursuant to paragraph (a) of this Article Eleventh: (i)
all rights and liabilities of the parties hereto shall cease and this Agreement
shall be terminated (subject to the continuing obligations of Enticknap pursuant
to Articles Sixth and Twelfth); and (ii) Enticknap shall not be entitled to
receive any severance benefits, salary, other benefits or compensation of any
kind (except for health insurance continuation as required by COBRA and accrued
vacation pay as required by law) either as consideration for his employment or
in connection with the termination of his employment.

      Twelfth:     Restrictive Covenant

      Enticknap covenants and agrees that during the period commencing with the
date hereof and ending six (6) months from the date Enticknap's employment with
Mercury is terminated for "cause" or by reason of Enticknap's voluntary
termination of employment from Mercury (the "Non-Compete Period"), Enticknap
will not compete or attempt to compete with or become associated with any
business which competes with the Companies' government contracts, cargo,
commercial



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aviation, fuel sales, fixed base operations, or any business activities of the
Companies existing on or developed subsequent to the date hereof. Enticknap
covenants and agrees that he will not, without the prior written consent of
Mercury during the Non-Compete Period: (a) solicit any customer of the
Companies; (b) solicit any contracts which were either being solicited by, or
which were under contract with, the Companies by performing or causing to be
performed any work which was either being solicited by, or which was under
contract with, Mercury; or (c) induce any sales, operating, technical or other
personnel of the Companies to leave the service, employ or business of the
Companies. Enticknap agrees that he will not violate this Article Eleventh: (a)
directly or indirectly; (b) in any capacity, either individually or as a member
of any firm; (c) as an officer, director, stockholder, partner or Enticknap of
any business; or (d) through or with any persons, relatives (either through
blood or marriage), firms, corporations or individuals controlled by or
associated with him (each and every such method of violation referred to in
clauses (a) through (d) shall hereinafter be referred to as an "indirect
violation"). Enticknap further agrees that doing or causing to be done any of
the actions prohibited in this Article Eleventh by means of an indirect
violation shall constitute a violation of this Article Eleventh as though
violated by Enticknap, subject to all of the remedies to Mercury provided for
herein and as otherwise provided by law.

      Thirteenth:  Arbitration; Governing Law.

      Any controversy or claim arising out of, or relating to this Agreement or
the breach thereof, shall be settled by binding arbitration in the City of Los
Angeles pursuant to the laws of the State of California in accordance with the
rules then obtaining of the America Arbitration Association, and judgments upon
the award rendered my be entered in any court having jurisdiction thereof. This
Agreement shall be governed by and construed in accordance with the substantive
laws of the State of California. The arbitrators shall have the power in their
discretion to award attorneys' fees and other legal costs and expenses to the
prevailing party in connection with any arbitration.

      Fourteenth:  Notices

      Any notice required or permitted to be given under this Agreement shall be
sufficient if in writing and sent by certified mail to his residence, in the
case of Enticknap, or to its principal office, in the case of Mercury.

      Fifteenth:   Waiver of Breach

      The waiver by Mercury of a breach of any provision of this Agreement by
Enticknap shall not operate or be construed as a waiver of any subsequent breach
by Enticknap.

      Sixteenth:   Assignment

      The rights and obligations of Mercury under this Agreement shall inure to
the benefit of and shall be binding upon the successors and assigns of Mercury.

      Seventeenth: Entire Agreement; Written Amendment

      This instrument contains the entire agreement of the parties with respect
to the subject matter hereof. This Agreement may only be amended, modified,
extended or discharged and the



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provisions of this Agreement may only be waived by an agreement in writing
signed by the party against whom enforcement of any waiver, change,
modification, extension or discharge is sought.

      Eighteenth:  Equitable Relief; Partial Enforcement

      Mercury and Enticknap have agreed that violation or breach of Articles
Sixth and Eleventh will result in irreparable injury to the Companies and shall
entitle the Companies to equitable relief in addition to any other remedies
provided at law. Mercury and Enticknap have further agreed in the event that
only a portion of Articles Sixth or Eleventh shall be deemed enforceable or
valid that portion of such Articles as shall be enforceable or valid shall be
enforced. Mercury and Enticknap have further agreed that the court making a
determination of the validity or enforceability of such Articles shall have the
power and authority to rewrite the restrictions contained in such Articles to
include the maximum portion of the restrictions included within such Articles as
are enforceable, valid and consistent with the intent of the parties as
expressed in such Articles.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.

                                          MERCURY AIR GROUP, INC.



                                          By:  /s/ Joseph A. Czyzyk
                                             -----------------------------------
                                          Its: Chief Executive Officer



                                          /s/ John L. Enticknap
                                          --------------------------------------
                                          John L. Enticknap



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