<PAGE>
                                       
                                     NOTE

                                 Houston, Texas

$6,000,000                                                        April 25, 1997

     FOR VALUE RECEIVED, WESTERN PACIFIC AIRLINES, INC., a Delaware 
corporation, promises to pay to the order of COMPASS BANK, a Texas banking 
association (or such other place as the holder hereof may hereafter designate 
in writing), in immediately available funds and in lawful money of the United 
States of America, the principal sum of Six Million Dollars ($6,000,000) (or 
the unpaid balance of all principal advanced against this note, if that 
amount is less), together with interest as follows: (a) interest on the 
unpaid principal balance of this note from time to time outstanding at the 
Stated Rate and interest on all past due amounts, both principal and accrued 
interest, from the respective due dates thereof until paid at the Past Due 
Rate and (b) the Additional Interest; PROVIDED, that for the full term of 
this note the interest rate produced by the aggregate of all sums paid or 
agreed to be paid to the holder of this note for the use, forbearance or 
detention of the debt evidenced hereby (including, but not limited to, all 
interest on this note at the Stated Rate plus the Additional Interest) shall 
not exceed the Ceiling Rate.

1.   DEFINITIONS.  As used in this note, the following terms shall have the 
respective meanings indicated:

     (a)  "ADDITIONAL INTEREST" means the aggregate of all amounts accrued or 
paid pursuant to this note or any of the other Credit Documents (other than 
interest on this note at the Stated Rate) which, under applicable laws, are 
or may be deemed to constitute interest on the indebtedness evidenced by this 
note.

     (b)  "BUSINESS DAY" means a day when Payee is open for business.

     (c)  "CEILING RATE" means, on any day, the maximum nonusurious rate of 
interest permitted for that day by whichever of applicable federal or Texas 
laws permits the higher interest rate, stated as a rate per annum.  On each 
day, if any, that Chapter One establishes the Ceiling Rate, the Ceiling Rate 
shall be the "indicated rate ceiling" (as defined in Chapter One) for that 
day.  Payee may from time to time, as to current and future balances, 
implement any other ceiling under Chapter One by notice to Maker, if and to 
the extent permitted by Chapter One.  Without notice to Maker or any other 
person or entity, the Ceiling Rate shall automatically fluctuate upward and 
downward as and in the amount by which such maximum nonusurious rate of 
interest permitted by applicable law fluctuates.

     (d)  "CHAPTER ONE" means Chapter One of Title 79, Texas Revised Civil 
Statutes, 1925, as amended.
<PAGE>

     (e)  "CREDIT DOCUMENTS" means any and all papers now or hereafter 
governing, evidencing, guaranteeing or securing or otherwise relating to all 
or any part of the indebtedness evidenced by this note, including without 
limitation this note, the Security Agreements, and the Guaranty.

     (f)  "DEBT" means the indebtedness evidenced by this note and the 
indebtedness to Payee incurred under or evidenced by the Credit Documents.

     (g)  "GUARANTOR" means MERCURY AIR GROUP, INC., a New York corporation.

     (h)  "GUARANTY" means that certain Guaranty executed by Guarantor of 
even date herewith, executed in favor of Payee, guaranteeing the Debt, as the 
same may be amended, restated, modified, renewed and extended from time to 
time.

     (i)  "MAKER" means Western Pacific Airlines, Inc., a Delaware 
corporation.

     (j)  "MATURITY DATE" means the maturity of this note, which is February 
5, 1998.

     (k)  "OBLIGOR" means any person or entity now or hereafter primarily or 
secondarily obligated to pay all or any part of the Debt, including, without 
limitation, Maker and Guarantor.

     (l)  "PAST DUE RATE" means, on any day, a rate per annum equal to the 
Ceiling Rate for that day, or only if applicable law imposes no maximum 
nonusurious rate of interest for that day, then the Past Due Rate for that 
day shall be a rate per annum equal to eighteen percent (18%) per annum.

     (m)  "PAYEE" means COMPASS BANK, a Texas banking corporation, and any 
other holder or holders of this note from time to time and, upon acquisition 
of this note by any holder or holders other than the named payee, effective 
as of the time of such acquisition, the term "Payee" shall mean all of the 
then holders of this note, to the exclusion of all prior holders not then 
retaining or reserving an interest in this note, to the end that all the 
rights, powers, remedies, liens, benefits and privileges accruing and to 
accrue hereunder to Payee, as such term is used herein, shall inure to the 
benefit of and be owned and held by the holder or holders of this note from 
time to time, whether such holder acquires this note through succession to or 
assignment from a prior Payee.

     (n)  "REQUEST FOR CREDIT" means a request for credit duly executed by an 
appropriate officer or other responsible party acceptable to Payee on behalf 
of Maker, appropriately completed, acknowledged by Guarantor and otherwise 
substantially in the form of Exhibit A attached hereto and incorporated 
herein by reference for all purposes.

     (o)  "SECURITY AGREEMENTS" means that certain Security Agreement-Pledge 
of even date herewith, by and between Guarantor, as debtor, and Payee, as 
secured party, covering a 



                                       2
<PAGE>

certificate of deposit in the principal amount of $3,156,000 and any and all 
other security agreements from time to time executed by and between 
Guarantor, as debtor, and Payee, as secured party, covering the certificates 
of deposit described or referenced therein and covering any and all 
certificates of deposit hereafter delivered to Payee as a condition for Loans 
hereunder, as any of the same may be amended, modified, renewed, extended and 
supplemented from time to time.

     (p)  "STATED RATE" means, on any day, a rate per annum equal to ten 
percent (10%) not to exceed on any day the Ceiling Rate for such day.

     (q)  "TERMINATION DATE" means September 1, 1997.

     2.   LOANS.  Payee agrees, subject to all of the terms and conditions of 
this Note (including PARAGRAPH 3 hereof), to make loans (each a "LOAN" and 
collectively, the "LOANS") prior to the Termination Date under this Paragraph 
to Maker in an aggregate principal amount up to but not exceeding Six Million 
Dollars ($6,000,000) (the "COMMITMENT").  Loan proceeds shall be made 
available to Maker by depositing them in an account designated by Maker and 
maintained with Payee.  The unpaid principal balance of this note at any time 
shall be the total of all amounts lent or advanced against this note less the 
amount of all payments or permitted prepayments made on this note and by or 
for the account of Maker.  All loans and advances and all payments and 
permitted prepayments made hereon may be endorsed by the holder of this note 
on a schedule which may be attached hereto (and thereby made a part hereof 
for all purposes) or otherwise recorded in the holder's records; PROVIDED, 
that any failure to make notation of (a) any advance shall not cancel, limit 
or otherwise affect Maker's obligations or any holder's rights with respect 
to that advance, or (b) any payment or permitted prepayment of principal 
shall not cancel, limit or otherwise affect Maker's entitlement to credit for 
that payment as of the date received by the holder.  The obligation (if any) 
of Payee to make any further advances against this note shall cease and 
terminate upon the occurrence of an Event of Default (defined hereinafter).  
Amounts paid or prepaid under this note may not be reborrowed.

     3.   CONDITIONS PRECEDENT.

     (a)  The obligation of Payee to make any Loan is subject to the accuracy 
of all representations and warranties of Maker or any other Obligor in this 
Note or any other Credit Document on the date thereof (and Payee's receipt of 
evidence of such accuracy), to the performance by Maker and the other 
Obligors of their respective obligations under the Credit Documents in all 
material respects (and Payee's receipt of evidence of such performance) and 
to the satisfaction of the following conditions: (i) Payee shall have 
received, no later than 11:00 a.m. Houston, Texas time on the day one (1) 
Business Day preceding the date of the requested Loan a duly completed and 
executed Request for Credit; (ii) a certificate of deposit issued by Payee or 
another financial institution acceptable to Payee (and which such other 
financial institution has executed and delivered to Payee a subordination 
agreement in form and substance satisfactory to Payee in its sole 
discretion), issued in the name of Guarantor in an amount equal 



                                       3
<PAGE>

to the amount of the Loan, with a maturity date mutually agreeable to Payee 
and Guarantor, together with a Security Agreement and a Uniform Commercial 
Code financing statement, each in form and substance satisfactory to Payee, 
covering said certificate of deposit; (iii) no Event of Default shall have 
occurred and be continuing or will occur as a result of the requested Loan, 
(iv) the making of the Loan shall not be prohibited by, or subject Payee to 
any penalty or onerous condition under, any applicable Legal Requirement; (v) 
all of the Credit Documents have been executed and delivered, and shall be 
valid, enforceable and in full force and effect; (vi) all fees and expenses 
owed to Payee under any of the Credit Documents as of the date thereof shall 
have been paid in full; (vii) Payee shall have received evidence reasonably 
satisfactory to Payee as to the perfection and priority of the liens and 
security interests created by the Security Agreements; and (viii) Payee shall 
have received such other documents as it may reasonably require.  Each such 
Loan shall be subject to the further condition that, at the time thereof, all 
legal matters incident to the transactions herein contemplated shall be 
satisfactory to Payee's legal counsel.  Delivery of any Request for Credit to 
Payee shall constitute a representation by Maker that the representations and 
warranties made by Maker under this Note and the other Credit Documents are 
true and correct as of the date of delivery of such Request for Credit.

     (b)  In addition to the conditions described in PARAGRAPH 3(a) hereof, 
the obligation of Payee to make the initial Loan in the principal amount of 
$3,156,000 is subject to the receipt by Payee of each of the following: (1) a 
duly executed Borrowing Authorization with respect to Maker, (2) a current 
certificate from the Secretary of State or other appropriate official of the 
State of Delaware as to the continued existence and good standing of Maker, 
(3) a current certificate from the Secretary of State or other appropriate 
official of the State of Colorado as to the qualification of Maker to do 
business in State of Colorado, and (4) a current certificate from the 
Secretary of State or other appropriate official of the State of New York as 
to the continued existence and good standing of Guarantor.

     (c)  The conditions precedent set forth above may not be modified or 
changed without the prior written consent of Guarantor.

     4.   SECURITY.  This note is secured or guaranteed by, among other 
security, the Security Agreements and the Guaranty.

     5.   COMPUTATION OF INTEREST.  Interest on the amount of each advance 
against this note shall be computed on the amount of that advance and from 
the date it is made.  Such interest shall be computed for the actual number 
of days elapsed in a year consisting of 360 days, unless the Ceiling Rate 
would thereby be exceeded, in which event, to the extent necessary to avoid 
exceeding the Ceiling Rate, interest shall be computed on the basis of the 
actual number of days elapsed in the applicable calendar year in which 
accrued.



                                       4
<PAGE>

     6.   MANDATORY PAYMENTS OF PRINCIPAL AND INTEREST.

     (a)  Accrued and unpaid interest on the unpaid principal balance of this 
note shall be due and payable on May 5, 1997, and (ii) on the fifth (5th) day 
of each succeeding calendar month thereafter before the Maturity Date.  In 
addition, all accrued and unpaid interest on the unpaid principal balance of 
this note shall be due and payable at the Maturity Date.

     (b)  The principal of this note shall be due and payable in monthly 
installments of One Million Dollars ($1,000, 000) each.  The first 
installment shall be due and payable on September 5, 1997, and a like 
installment shall be due and payable on the fifth (5th) day of each 
succeeding calendar month thereafter until this note shall have been fully 
paid and satisfied; PROVIDED, that on the Maturity Date, the entire unpaid 
principal balance of this note and all accrued and unpaid interest on the 
unpaid principal balance of this note shall be finally due and payable.

     (c)  All payments hereon made pursuant to this Paragraph shall be 
applied first to accrued interest, the balance to principal.

     (d)  If any payment provided for in this note shall become due on a day 
other than a Business Day, such payment may be made on the next succeeding 
Business Day (unless the result of such extension of time would be to extend 
the date for such payment beyond the Maturity Date, and in such event such 
payment shall be made on the Business Day immediately preceding the day on 
which such payment would otherwise have been due), and such extension of time 
shall in such case be included in the computation of interest on this note.

     7.   NO USURY INTENDED; SPREADING.  Notwithstanding any provision to the 
contrary contained in this note or any of the other Credit Documents, it is 
expressly provided that in no case or event shall the aggregate of (i) all 
interest on the unpaid balance of this note, accrued or paid from the date 
hereof and (ii) the aggregate of any other amounts accrued or paid pursuant 
to this note or any of the other Credit Documents, which under applicable 
laws are or may be deemed to constitute interest upon the indebtedness 
evidenced by this note from the date hereof, ever exceed the Ceiling Rate.  
In this connection, Maker and Payee stipulate and agree that it is their 
common and overriding intent to contract in strict compliance with applicable 
usury laws.  In furtherance thereof, none of the terms of this note or any of 
the other Credit Documents shall ever be construed to create a contract to 
pay, as consideration for the use, forbearance or detention of money, 
interest at a rate in excess of the Ceiling Rate.  Maker or other parties now 
or hereafter becoming liable for payment of the indebtedness evidenced by 
this note shall never be liable for interest in excess of the Ceiling Rate.  
If, for any reason whatever, the interest paid or received on this note 
during its full term produces a rate which exceeds the Ceiling Rate, the 
holder of this note shall credit against the principal of this note (or, if 
such indebtedness shall have been paid in full, shall refund to the payor of 
such interest) such portion of said interest as shall be necessary to cause 
the interest paid on this note to produce a rate equal to the Ceiling Rate.  
All sums paid or agreed to be paid to the holder of this note for the use, 
forbearance or 



                                       5

<PAGE>

detention of the indebtedness evidenced hereby shall, to the extent permitted 
by applicable law, be amortized, prorated, allocated and spread in equal 
parts throughout the full term of this note, so that the interest rate is 
uniform throughout the full term of this note.  The provisions of this 
Paragraph shall control all agreements, whether now or hereafter existing and 
whether written or oral, between Maker and Payee.

     8.   DEFAULT.  The occurrence of any of the following events (each an 
"EVENT OF DEFAULT") shall constitute default under this note, whereupon, and 
for so long as such Event of Default is continuing, the obligation (if any) 
of Payee to make any further advances against this note shall cease and 
terminate and the owner or holder hereof may, at its, his or her option, 
exercise any or all rights, powers and remedies afforded under any of the 
Credit Documents and by law, including the right to declare the unpaid 
balance of principal and accrued interest on this note at once mature and 
payable, PROVIDED that for any non-monetary default, Payee shall give Maker 
fifteen (15) days after notice (with copy of notice to Guarantor) to cure the 
default, and for any monetary default, Payee shall give maker three (3) 
Business Days after notice (with copy of notice to Guarantor) to cure the 
default, prior to an Event of Default hereunder being deemed to have occurred:

     (a)  any part of the Debt is not paid when due, whether by lapse of time 
or acceleration or otherwise.

     (b)  any Obligor fails in any material respect to perform, observe or 
comply with--or defaults under--any of the terms, covenants, conditions or 
provisions contained in any Credit Document.

     (c)  any representation or warranty made in this note or any of the 
other Credit Documents or in any other report or other paper now or hereafter 
provided to Payee pursuant or incident to this note or any other Credit 
Document or the Debt proves to have been untrue or misleading in any material 
respect as of the date made or deemed made.

     (d)  any Obligor: (i) voluntarily suspends transaction of business; (ii) 
becomes insolvent or unable to pay its debts as they mature; (iii) commences 
a voluntary case in bankruptcy or a voluntary petition seeking reorganization 
or to effect a plan or other arrangement with creditors; (iv) makes an 
assignment for the benefit of creditors; (v) applies for or consents to the 
appointment of any receiver or trustee for any such party or for any 
substantial portion of its property; or (vi) make an assignment to an agent 
authorized to liquidate any substantial part of its assets.

     (e)  in respect of any Obligor: (i) an involuntary case shall be 
commenced with any court or other authority seeking liquidation, 
reorganization or a creditor's arrangement of any such party; (ii) an order 
of any court or other authority shall be entered appointing any receiver or 
trustee for any such party or for any substantial portion of its property; or 
(iii) a writ or warrant of attachment or any similar process shall be issued 
by any court or other authority against any 



                                       6

<PAGE>

substantial portion of the property of any such party and such petition 
seeking liquidation, reorganization or a creditor's arrangement or such order 
appointing a receiver or trustee is not vacated or stayed or such writ, 
warrant or attachment or similar process is not vacated, released or bonded 
off within sixty (60) days after its entry or levy.

     (f)  the legal incompetency, dissolution, liquidation or termination of 
any Obligor.

     (g)  any action, suit or proceeding shall be commenced materially 
adversely affecting or involving the validity or enforceability of this note 
or any other Credit Document, at law or in equity, or before any governmental 
authority.

     (h)  any Obligor shall be prevented or relieved by any governmental 
authority from performing or observing any material term, covenant or 
condition of this note or any other Credit Document.

     (i)  any Obligor shall claim--or any court shall find or rule--that 
Payee does not have a valid lien on any security which may have been provided 
by such Obligor.

     (j)  the sale, encumbrance or abandonment (except as otherwise expressly 
agreed to in writing by Payee) of any property now or hereafter covered by 
any instrument now or hereafter securing the Debt, the making of any levy, 
seizure or attachment of or on any such property or the loss, theft, 
substantial damage or destruction of any such property.

     (k)  any Obligor shall have concealed, removed, or permitted to be 
concealed or removed, any part of its property, with intent to hinder, delay 
or defraud any of its creditors, or made or suffered a transfer of any of its 
property which may be fraudulent under any bankruptcy, fraudulent conveyance 
or similar law, or shall have made any transfer of its property to or for the 
benefit of a creditor at a time when other creditors similarly situated have 
not been paid, or, while insolvent, shall have suffered or permitted any 
creditor to obtain a lien upon any of its property through legal proceedings 
or distraint which is not vacated within thirty (30) days from its date.

     (l)  any Obligor fails to pay when due any amount which he or it is 
liable to pay to the Pension Benefit Guaranty Corporation ("PBGC") or its 
successor or to any plan (a "PLAN") maintained for any of the such Obligor's 
employees subject to Title IV of the Employee Retirement Benefit Act of 1974, 
as amended, and related regulations ("ERISA"), or notice of intent to 
terminate any Plan is filed under ERISA, or PBGC commences proceedings under 
ERISA to terminate any Plan or to cause a trustee to be appointed to 
administer any Plan, or a proceeding is commenced by any fiduciary of any 
Plan to enforce Section 515 or Section 4219(c)(5) of ERISA, or PBGC becomes 
entitled to obtain a decree adjudicating that any Plan must be terminated.



                                       7

<PAGE>

     (m)  Guarantor shall deliver a written notice substantially in the form 
of EXHIBIT B, attached hereto and incorporated herein by reference for all 
purposes, to Payee that Maker is in default under any of Maker's agreements 
with Guarantor, including, without limitation, the Agreement and the 
Agreement Relating Brokering of Financing and Guaranty of MAG.

     (n)  a default, an event of default or a similar event (however 
denominated) shall occur under the terms and conditions of any other Credit 
Document.

     9.   NO WAIVER BY PAYEE.  No delay or omission of Payee or any other 
holder hereof to exercise any power, right or remedy accruing to Payee or any 
other holder hereof shall impair any such power, right or remedy or shall be 
construed to be a waiver of the right to exercise any such power, right or 
remedy. Payee's right to accelerate this note for any late payment or Maker's 
failure to timely fulfill its other obligations hereunder or under the other 
Credit Documents shall not be waived or deemed waived by Payee by Payee's 
having accepted a late payment or late payments in the past or Payee 
otherwise not accelerating this note or exercising other remedies for Maker's 
failure to timely perform its obligations hereunder or under the other Credit 
Documents. Payee shall not be obligated or be deemed obligated to notify 
Maker that it is requiring Maker to strictly comply with the terms and 
provisions of this note and the other Credit Documents before accelerating 
this note and exercising its other remedies hereunder or under the other 
Credit Documents because of Maker's failure to timely perform its obligations 
under this note and the other Credit Documents.

     10.   COSTS AND ATTORNEYS' FEES.  If any holder of this note retains an 
attorney (i) in connection with any default which is, as the time of such 
retention, continuing or (ii) to collect, enforce or defend this note or any 
of the Credit Documents in any lawsuit or in any probate, reorganization, 
bankruptcy or other proceeding, or if Maker sues any holder in connection 
with this note or any of the Credit Documents and does not prevail, then 
Maker agrees to pay to each such holder, in addition to principal and 
interest, all reasonable costs and expenses incurred by such holder in trying 
to collect this note or in any such suit or proceeding, including reasonable 
attorneys' fees. To the extent not prohibited by applicable law, Maker will 
pay all reasonable out-of-pocket costs and expenses and reimburse Payee for 
any and all reasonable out-of-pocket expenditures of every character incurred 
or expended from time to time, regardless of whether or not a default has 
occurred, in connection with (a) the preparation, negotiation, documentation, 
closing, renewal, revision, modification, increase, review or restructuring 
of this note or any loan or credit facility evidenced by or relating to this 
note, including legal, accounting, auditing, architectural engineering and 
inspection services and disbursements, or in connection with collecting or 
attempting to enforce or collect this note or any of the other Credit 
Documents, (b) Payee's evaluating, monitoring, administrating and protecting 
any collateral ("COLLATERAL") now or hereafter securing payment of any part 
of this note and (c) Payee's creating, perfecting and realizing upon Payee's 
security interests in and liens on any Collateral, and all reasonable 
out-of-pocket costs and expenses relating to Payee's exercising any of its 
rights and remedies hereunder or under any other Credit Document or at law, 
including, without limitation, all appraisal fees, consulting fees, filing 
fees, taxes, brokerage fees and commissions, title review and abstract fees, 



                                       8

<PAGE>

Uniform Commercial Code search fees, other fees and expenses incident to 
title searches, reports and security interests, escrow fees, attorneys' fees, 
legal expenses, court costs, other fees and expenses incurred in connection 
with any complete or partial liquidation of any Collateral and all fees and 
expenses for any professional services relating to the Collateral or any 
operations conducted in connection with it; PROVIDED, that no right or option 
granted by Maker to Payee or otherwise arising pursuant to any provision of 
this or any other instrument shall be deemed to impose or admit a duty on 
Payee to supervise, monitor or control any aspect of the character or 
condition of the Collateral or any operations conducted in connection with it 
for the benefit of Maker or any other person or entity other than Payee.  
Maker agrees to indemnify, defend and hold Payee, its shareholders, 
directors, officers, agents, attorneys, advisors and employees (collectively 
"INDEMNIFIED PARTIES") harmless from and against any and all loss, liability, 
obligation, damage, penalty, judgment, claim, deficiency, expense, action, 
suit, cost and disbursement of any kind or nature whatsoever (including 
interest, penalties, attorneys' fees and amounts paid in settlement), 
REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF 
THE INDEMNIFIED PARTIES, imposed on, incurred by or asserted against the 
Indemnified Parties growing out of or resulting from this note, any Credit 
Document or any transaction or event contemplated herein or therein (except 
that such indemnity shall not be paid to any Indemnified Party to the extent 
that such loss, etc. directly results from the gross negligence or willful 
misconduct of that Indemnified Party).  If any person or entity (including, 
without limitation, Maker or any of its affiliates) ever alleges gross 
negligence or willful misconduct by an Indemnified Party, the full amount of 
indemnification provided for in this Paragraph shall nonetheless be paid upon 
DEMAND, subject to later adjustment or reimbursement at such time--if any--as 
a court of competent jurisdiction enters a final judgment as to the extent 
and effect of the alleged gross negligence or willful misconduct.  Any amount 
to be paid under this Paragraph by Maker to Payee shall be a demand 
obligation owing by Maker to Payee and shall bear interest from the date of 
expenditure until paid at the Past Due Rate.

     11.  WAIVERS BY MAKER AND OTHERS.  Except to the extent, if any, that 
notice of default is expressly required herein or in any of the other Credit 
Documents, Maker and any and all co-makers, endorsers, guarantors and 
sureties severally waive notice (including, but not limited to, notice of 
intent to accelerate and notice of acceleration, notice of protest and notice 
of dishonor), demand, presentment for payment, protest, diligence in 
collecting and the filing of suit for the purpose of fixing liability and 
consent that the time of payment hereof may be extended and re-extended from 
time to time without notice to any of them.  Each such person agrees that 
his, her or its liability on or with respect to this note shall not be 
affected by any release of or change in any guaranty or security at any time 
existing or by any failure to perfect or to maintain perfection of any lien 
against or security interest in any such security or the partial or complete 
unenforceability of any guaranty or other surety obligation, in each case in 
whole or in part, with or without notice and before or after maturity.

     12.  LIFTING OF AUTOMATIC STAY.  In the event that Maker or any other 
Obligor is the subject of any insolvency, bankruptcy, receivership, 
dissolution, reorganization or similar 



                                       9

<PAGE>

proceeding, federal or state, voluntary or involuntary, under any present or 
future law or act, Payee is entitled to the automatic and absolute lifting of 
any automatic stay as to the enforcement of its remedies under the Credit 
Documents against the security for the Debt including specifically the stay 
imposed by Section 362 of the United States Federal Bankruptcy Code, as 
amended.  Maker hereby consents to the immediate lifting of any such 
automatic stay, and will not contest any motion by Payee to lift such stay.  
Maker expressly acknowledges that the security for the Debt is not now and 
will never be necessary to any plan of reorganization of any type.

     13.  PARAGRAPH HEADINGS.  Paragraph headings appearing in this note are 
for convenient reference only and shall not be used to interpret or limit the 
meaning of any provision of this note.

     14.  VENUE; CHOICE OF LAW.  This note is performable in Harris County, 
Texas, which shall be a proper place of venue for suit on or in respect of 
this note.  Maker hereby irrevocably agrees that any legal proceeding in 
respect of this note shall be brought in the district courts of Harris 
County, Texas, or in the United States District Court for the Southern 
District of Texas, Houston Division (collectively, the "SPECIFIED COURTS").  
Maker hereby irrevocably submits to the nonexclusive jurisdiction of the 
state and federal courts of the State of Texas.  Maker hereby irrevocably 
waives, to the fullest extent permitted by law, any objection which it may 
now or hereafter have to the laying of venue of any suit, action or 
proceeding arising out of or relating to this note or any of the Credit 
Documents brought in any Specified Court, and hereby further irrevocably 
waives any claims that any such suit, action or proceeding brought in any 
such court has been brought in an inconvenient forum.  Maker further (1) 
agrees to designate and maintain an agent for service of process in the City 
of Houston in connection with any such suit, action or proceeding and to 
deliver to Payee evidence thereof and (2) irrevocably consents to the service 
of process out of any of the Specified Courts in any such suit, action or 
proceeding by the mailing of copies thereof by certified mail, return receipt 
requested, postage prepaid, to Maker.  Nothing herein shall affect the right 
of Payee to commence legal proceedings or otherwise proceed against Maker in 
any jurisdiction or to serve process in any manner permitted by applicable 
law. Maker agrees that a final judgment in any such action or proceeding 
shall be conclusive and may be enforced in other jurisdictions by suit on the 
judgment or in any other manner provided by law.  THIS NOTE SHALL BE GOVERNED 
BY AND CONSTRUED IN ACCORDANCE WITH THE APPLICABLE LAWS OF THE STATE OF TEXAS 
AND THE UNITED STATES OF AMERICA FROM TIME TO TIME IN EFFECT.

     15.  OFFSET RIGHTS.  Payee is hereby authorized at any time and from 
time to time following default, without notice to any person or entity (and 
Maker hereby WAIVES any such notice) to the fullest extent permitted by law, 
to set-off and apply any and all monies, securities and other properties of 
Maker now or in the future in the possession, custody or control of Payee, or 
on deposit with or otherwise owed to Maker by Payee--including without 
limitation all such monies, securities and other properties held in general, 
special, time, demand, provisional or final accounts or for safekeeping or as 
collateral or otherwise (but excluding those accounts clearly 



                                      10

<PAGE>

designated as escrow or trust accounts held by Maker for others unaffiliated 
with Maker)--against any and all of Maker's obligations to Payee now or 
hereafter existing under this note, irrespective of whether Payee shall have 
made any demand under this note.  Payee agrees to use reasonable efforts to 
promptly notify Maker after any such set-off and application made by Payee, 
PROVIDED that failure to give--or delay in giving--any such notice shall not 
affect the validity of such set-off and application or impose any liability 
on Payee.  Payee's rights under this Paragraph are in addition to other 
rights and remedies (including, without limitation, other rights of set-off) 
which Payee may have.

     16.  SUCCESSORS AND ASSIGNS.  This note and all the covenants and 
agreements contained herein shall be binding upon, and shall inure to the 
benefit of, the respective legal representatives, heirs, successors and 
assigns of Maker and Payee.

     17.  RECORDS OF PAYMENTS.  The records of Payee shall be prima facie 
evidence of the amounts owing on this note.

     18.  SEVERABILITY.  If any provision of this note is held to be illegal, 
invalid or unenforceable under present or future laws, the legality, validity 
and enforceability of the remaining provisions of this note shall not be 
affected thereby, and this note shall be liberally construed so as to carry 
out the intent of the parties to it. Each waiver in this note is subject to 
the overriding and controlling rule that it shall be effective only if and to 
the extent that (a) it is not prohibited by applicable law and (b) applicable 
law neither provides for nor allows any material sanctions to be imposed 
against Payee for having bargained for and obtained it.

     19.  SALE AND ASSIGNMENT.  Payee reserves the right, exercisable in its 
sole discretion and without notice to Maker or any other person, to sell 
participations or assign its interest, or both, in all or any part of this 
note or any loan evidenced by this note.

     20.  NOTICES.  Any notice, request or other communication required or 
permitted to be given hereunder shall be given in writing by delivering it 
against receipt for it, by depositing it with an overnight delivery service 
or by depositing it in a receptacle maintained by the United States Postal 
Service, postage prepaid, registered or certified mail, return receipt 
requested, addressed to the respective parties as follows (and if so given, 
shall be deemed given when mailed):

     If to Maker:                                If to Payee:

     Western Pacific Airlines, Inc.              Compass Bank
     2864 South Circle Drive                     P.O. Box 4444
     Suite 1100                                  Houston, Texas 77210-4444
     Colorado Springs, Colorado 80906            Attention: David LePori
     Attention: Robert A. Peiser, President



                                      11

<PAGE>

Maker's address for notice may be changed at any time and from time to time, 
but only after thirty (30) days' advance written notice to Payee and shall be 
the most recent such address furnished in writing by Maker to Payee.  Payee's 
address for notice may be changed at any time and from time to time, but only 
after ten (10) days' advance written notice to Maker and shall be the most 
recent such address furnished in writing by Payee to Maker.  Actual notice, 
however and from whomever given or received, shall always be effective when 
received.

     21.  PREPAYMENT.  Maker may on the date of any regularly scheduled 
principal installment hereon, and with five (5) Business Days advance written 
notice to Payee and Guarantor, pay the full amount or any part of this note 
without the payment of any premium or fee.  All prepayments hereon shall be 
applied first to accrued interest and the balance to the remaining principal 
installments in inverse order of their maturity.

     22.  BUSINESS LOANS.  Maker warrants and represents to Payee and all 
other holders of this note that all loans evidenced by this note are and will 
be for business, commercial, investment or other similar purpose and not 
primarily for personal, family, household or agricultural use, as such terms 
are used in Chapter One.

     23.  ASSIGNMENT OF NOTE AND LIENS TO GUARANTOR; NOTICE OF INTENT TO MAKE 
DEMAND.  Maker hereby acknowledges and agrees and consents to the provisions 
of the Guaranty which permits Guarantor at any time to tender to Payee or any 
other holder of the Note an amount equal to the then current principal and 
accrued interest owing hereunder, and related costs and expenses under the 
Credit Documents, and to receive an assignment (an "ASSIGNMENT") of this note 
and the liens and security interests securing the same (including, without 
limitation, those arising pursuant to the Security Agreements), and, further, 
agrees that if an Assignment should occur, Payee shall have no liability (and 
Maker hereby agrees to INDEMNIFY AND HOLD HARMLESS Payee and any and all 
officers, directors, employees, counsel and their respective heirs, 
successors and assigns, for any damages or losses which Maker or any other 
person or entity may incur) as a result of any actions taken or omitted by 
Guarantor or any of its respective heirs, successors or assigns in their 
capacities as the holder(s) of this note and the liens and security interests 
securing it (except that such indemnity shall not be paid to any Indemnified 
Party to the extent that such loss, etc. directly results from the gross 
negligence or willful misconduct of Payee). Nothing contained in the Guaranty 
shall in any way entitle Maker to modify the provisions of PARAGRAPH 12 
hereof.

     24.  ENTIRE AGREEMENT.  This note and the other Credit Documents embody 
the entire agreement and understanding between Payee and Maker and other 
parties with respect to their subject matter and supersede all prior 
conflicting or inconsistent agreements, consents and understandings relating 
to such subject matter.  Maker acknowledges and agrees that there is no oral 
agreement between Maker and Payee which has not been incorporated in this 
note and the other Credit Documents.



                                       12

<PAGE>

     25.  RELEASE OF CLAIMS.  MAKER HEREBY RELEASES, DISCHARGES AND ACQUITS 
FOREVER PAYEE AND ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND COUNSEL FROM 
ANY AND ALL CLAIMS EXISTING AS OF THE DATE HEREOF.  AS USED HEREIN, THE TERM 
"CLAIM" SHALL MEAN ANY AND ALL LIABILITIES, CLAIMS, JUDGMENTS, DEFICIENCIES, 
INTEREST, LIENS, COSTS OR EXPENSES (INCLUDING BUT NOT LIMITED TO COURT COSTS, 
PENALTIES, ATTORNEYS' FEES AND DISBURSEMENTS, AND AMOUNTS PAID IN SETTLEMENT) 
OF ANY KIND AND CHARACTER WHATSOEVER, INCLUDING BUT NOT LIMITED TO CLAIMS FOR 
USURY, IN EACH CASE WHETHER NOW KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, 
ASSERTED OR UNASSERTED OR PRIMARY OR CONTINGENT, AND WHETHER ARISING OUT OF 
WRITTEN DOCUMENTS, UNWRITTEN UNDERTAKINGS OR COURSE OF CONDUCT.

                                  WESTERN PACIFIC AIRLINES, INC.,
                                  a Delaware corporation


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

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

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


ATTACHMENTS:

EXHIBIT A - Request for Credit
EXHIBIT B - Guarantor Notice



                                      13
<PAGE>
                                       
                              REQUEST FOR CREDIT

                               ----------------

Compass Bank
P.O. Box 4444
Houston, Texas 77210-4444
Attention: Mr. David LePori

Gentlemen:

     The undersigned hereby certifies that [he] [she] is the 
_________________________ of Western Pacific Airlines, Inc. ("BORROWER"), and 
that as such is authorized to execute this Request for Credit (the "REQUEST") 
on behalf of Borrower pursuant to the promissory note (as it may be amended, 
renewed, extended, supplemented or restated from time to time, the "NOTE") 
dated as of April __, 1997, executed by Borrower and payable to the order of. 
The Loan being requested hereby is to be in the amount set forth in (b) 
below and is requested to be made on ______________, which is a business day. 
On behalf of Borrower, the undersigned further certifies, represents and 
warrants as follows (each capitalized term used herein having the same 
meaning given to it in the Note unless otherwise specified herein):

     (1)  As of the date hereof, the aggregate outstanding amount of Loans is 
          $_________.

     (2)  Borrower hereby requests under this Request a Loan in the amount of 
          $_________.

     (3)  The representations and warranties made in each Credit Document are 
          true and correct in all respects on and as of the time of delivery  
          hereof, with the same force and effect as if made on and as of the 
          time of delivery hereof.

     (4)  No Event of Default has occurred and is continuing or will occur as a
          result of the requested Loan.

     The proceeds of the Loan shall be deposited into Borrower's account 
number _______ maintained by Borrower with Lender.  Further, Borrower hereby 
instructs Lender to electronic wire transfer to Guarantor an amount equal to 
the amount of such Loan as soon as practicable after the Loan proceeds have 
been deposited into such account in accordance with the instructions set 
forth on the attached page.

<PAGE>

     Thank you for your attention to this matter.

                                  Very truly yours,


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

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

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


     Acknowledged by the undersigned this     day of               , 1997.
                                          ---        --------------


                                  MERCURY AIR GROUP, INC., a New York 
                                  corporation


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

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

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





                                       15
<PAGE>
                                       
                                NOTICE OF DEFAULT



Compass Bank
P.O. Box 4444
Houston, Texas 77210-4444
Attention: Mr. David LePori



Gentlemen:

     Pursuant to Section 8(m) of that certain Promissory Note of Western 
Pacific Airlines, Inc., a Delaware corporation ("WESTERN PACIFIC") dated 
April ___, 1997, you are hereby notified that Western Pacific is in default 
under the terms of that certain Agreement Relating to Brokering of Financing 
and Guaranty of MAG, Aviation Fuel Management Agreement, or any other 
agreement between Western Pacific and Mercury Air Group, Inc.

                              MERCURY AIR GROUP, INC., a New York corporation



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

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

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