<PAGE>
                                                                     EXHIBIT 4.8


                                                                       EXHIBIT A



                        AMENDED AND RESTATED WMF WARRANT

                               September 10, 1999


       THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
       SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE
       AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT
       TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE
       STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE
       REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.


                                                     Warrant to Purchase 503,126
                                                     Shares of Common Stock

                             MERCURY AIR GROUP, INC.

                          COMMON STOCK PURCHASE WARRANT

                          Void after September 9, 2006


        Mercury Air Group, Inc. (the "Company" ), a Delaware corporation, hereby
certifies that for value received, J. H. Whitney Mezzanine Debt Fund, L.P.
("WMF"), a Delaware limited partnership, or its successors or assigns (the
"Holder"), is entitled to purchase, subject to the terms and conditions
hereinafter set forth, an aggregate of 503,126 fully paid and nonassessable
shares of Common Stock (as hereinafter defined) of the Company, at an exercise
price of $5.50 per share (the "Purchase Price"), subject to adjustment as
provided herein, at any time or from time to time beginning on the date hereof
and prior to 5:00 P.M., New York City time, on September 9, 2006 (the
"Expiration Date").

        This Amended and Restated WMF Warrant amends and restates the Warrant
issued pursuant to the Securities Purchase Agreement (the "PURCHASE AGREEMENT"),
dated as of the date hereof, between Mercury Air Group, Inc. and WMF, as
amended, and is subject to the terms thereof.

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Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to such terms in the Purchase Agreement. The Holder
is entitled to the rights and subject to the obligations contained in the
Purchase Agreement, the Stockholders' Agreement and the Registration Rights
Agreement relating to this Warrant and the shares of Common Stock issuable upon
exercise of this Warrant.

        1. Definitions. For the purposes of this Warrant, the following terms
shall have the meanings indicated:

                "Applicable Price" shall mean the higher of (a) the Current
Market Price per share of Common Stock on the applicable record or other
relevant date and (b) the Dilution Price.

                "Business Day" shall mean any day other than a Saturday, Sunday
or other day on which commercial banks in the City of New York are authorized or
required by law or executive order to close.

                "Closing Price" shall mean, with respect to each share of Common
Stock for any day, (a) the last reported sale price regular way or, in case no
such sale takes place on such day, the average of the closing bid and asked
prices regular way, in either case as reported on the principal national
securities exchange on which the Common Stock is listed or admitted for trading
or (b) if the Common Stock is not listed or admitted for trading on any national
securities exchange, the last reported sale price or, in case no such sale takes
place on such day, the average of the highest reported bid and the lowest
reported asked quotation for the Common Stock, in either case as reported on the
NASDAQ or a similar service if NASDAQ is no longer reporting such information.

                "Common Stock" means the common stock, par value $.01 per share,
of the Company, and any class of stock resulting from successive changes or
reclassification of such Common Stock.

                "Company" has the meaning ascribed to such term in the first
paragraph of this Warrant.

                "Current Market Price" shall be determined in accordance with
Subsection 3(e).

                "Dilution Price" shall mean, with respect to each share of
Common Stock, $6.50, subject to appropriate adjustment for events described in
Subsection 3(a).

                "Exercise Date" has the meaning ascribed to such term in
Subsection 2(d).

                "Expiration Date" has the meaning ascribed to such term in the
first paragraph of this Warrant.

                "Holder" has the meaning ascribed to such term in the first
paragraph and Section 9 of this Warrant.



                                       2
<PAGE>

                "Issued Warrant Shares" means any shares of Common Stock issued
upon exercise of the Warrant.

                "NASDAQ" shall mean the Automatic Quotation System of the
National Association of Securities Dealers, Inc.

                "Person" shall mean any individual, firm, corporation, limited
liability company, partnership, trust, incorporated or unincorporated
association, joint venture, joint stock company, government (or an agency or
political subdivision thereof) or other entity of any kind, and shall include
any successor (by merger or otherwise) of such entity.

                "Purchase Agreement" has the meaning ascribed to such term in
the second paragraph of this Warrant.

                "Purchase Price" has the meaning ascribed to such term in the
first paragraph of this Warrant.

                "Stockholders' Agreement" means the Stockholders' Agreement
substantially in the form attached to the Purchase Agreement as Exhibit E.

                "Warrant" shall mean this Warrant and any subsequent Warrant
issued pursuant to the terms of this Warrant.

                "Warrant Register" has the meaning ascribed to such term in
Subsection 9(c).

        2. Exercise of Warrant.

                (a) Exercise. This Warrant may be exercised, in whole or in
part, at any time or from time to time during the period beginning on the date
hereof and ending on the Expiration Date, by surrendering to the Company at its
principal office this Warrant, with the form of Election to Purchase Shares (the
"Election to Purchase Shares") attached hereto as Exhibit A duly executed by the
Holder and accompanied by payment of the Purchase Price for the number of shares
of Common Stock specified in such form.

                (b) Delivery of Shares; Payment of Purchase Price. As soon as
practicable after surrender of this Warrant and receipt of payment, the Company
shall promptly issue and deliver to the Holder a certificate or certificates for
the number of shares of Common Stock set forth in the Election to Purchase
Shares, in such name or names as may be designated by such Holder, along with a
check for the amount of cash to be paid in lieu of issuance of fractional
shares, if any. Payment of the Purchase Price may be made as follows (or by any
combination of the following): (i) in United States currency by cash or delivery
of a certified check, bank draft or postal or express money order payable to the
order of the Company, (ii) by assigning to the Company all or any part of the
unpaid principal amount of the WMF Note held by the Holder in a principal amount
equal to the Purchase Price, (iii) by surrender of a number of shares of Common
Stock held by the Holder



                                       3
<PAGE>

equal to the quotient obtained by dividing (A) the Purchase Price payable with
respect to the portion of this Warrant then being exercised by (B) the Current
Market Price per share of Common Stock on the Exercise Date, or (iv) by
cancellation of any portion of this Warrant with respect to the number of shares
of Common Stock equal to the quotient obtained by dividing (A) the aggregate
Purchase Price payable with respect to the portion of this Warrant then being
exercised by (B) the difference between (1) Current Market Price per share of
Common Stock on the Exercise Date, and (2) the Purchase Price per share of
Common Stock.

                (c) Partial Exercise. If this Warrant is exercised for less than
all of the shares of Common Stock purchasable under this Warrant, the Company
shall cancel this Warrant upon surrender hereof and shall execute and deliver to
the Holder a new Warrant of like tenor for the balance of the shares of Common
Stock purchasable hereunder.

                (d) When Exercise Effective. The exercise of this Warrant shall
be deemed to have been effective immediately prior to the close of business on
the Business Day on which this Warrant is surrendered to and the Purchase Price
is received by the Company as provided in this Section 2 (the "Exercise Date")
and the Person in whose name any certificate for shares of Common Stock shall be
issuable upon such exercise, as provided in Subsection 2(b), shall be deemed to
be the record holder of such shares of Common Stock for all purposes on the
Exercise Date.

                (e) Issued Warrant Shares Fully Paid, Nonassessable. The Company
shall take all actions necessary to ensure that following exercise of this
Warrant in accordance with the provisions of this Section 2, the Issued Warrant
Shares issued hereunder shall, without further action by the Holder, be fully
paid and nonassessable.

                (f) Continued Validity. A Holder of shares of Common Stock
issued upon the exercise of this Warrant, in whole or in part, shall continue to
be entitled to all of the rights and subject to all of the obligations set forth
in Section 9.

        3. Adjustment of Purchase Price and Number of Shares. The Purchase Price
and the number of shares of Common Stock issuable upon exercise of this Warrant
shall be adjusted from time to time upon the occurrence of the following events:

                (a) Dividend, Subdivision, Combination or Reclassification of
Common Stock. If the Company shall, at any time or from time to time, (i)
declare a dividend on the Common Stock payable in shares of its capital stock
(including Common Stock), (ii) subdivide the outstanding Common Stock into a
larger number of shares of Common Stock, (iii) combine the outstanding Common
Stock into a smaller number of shares of its Common Stock, or (iv) issue any
shares of its capital stock in a reclassification of the Common Stock (including
any such reclassification in connection with a consolidation or merger in which
the Company is the continuing corporation), then in each such case, the Purchase
Price in effect at the time of the record date for such dividend or of the
effective date of such subdivision, combination or reclassification, and the
number and kind of shares of capital stock issuable on such date shall be
proportionately adjusted so that the Holder of any Warrant exercised after such
date shall be entitled to receive, upon payment of the same



                                       4
<PAGE>

aggregate amount as would have been payable before such date, the aggregate
number and kind of shares of capital stock which, if such Warrant had been
exercised immediately prior to such date, such Holder would have owned upon such
exercise and been entitled to receive by virtue of such dividend, subdivision,
combination or reclassification. Any such adjustment shall become effective
immediately after the record date of such dividend or the effective date of such
subdivision, combination or reclassification. Such adjustment shall be made
successively whenever any event listed above shall occur. If a dividend is
declared and such dividend is not paid, the Purchase Price shall again be
adjusted to be the Purchase Price in effect immediately prior to such record
date (giving effect to all adjustments that otherwise would be required to be
made pursuant to this Section 3 from and after such record date).

                (b) Issuance of Rights to Purchase Common Stock Below Current
Market Price or Dilution Price. If the Company shall, at any time or from time
to time, fix a record date for the issuance of rights, options or warrants to
all holders of Common Stock entitling them to subscribe for or purchase Common
Stock, or securities convertible into Common Stock at a price per share of
Common Stock or having a conversion price per share of Common Stock if a
security is convertible into Common Stock (determined in either such case by
dividing (x) the total consideration payable to the Company upon exercise,
conversion or exchange of such rights, options, warrants or other securities
convertible into Common Stock by (y) the total number of shares of Common Stock
covered by such rights, options, warrants or other securities convertible into
Common Stock) which is lower than either the Current Market Price per share of
Common Stock on such record date (or, if an ex-dividend date has been
established for such record date, on the day next preceding such ex-dividend
date) or the Dilution Price, then, the Purchase Price shall be reduced to the
price determined by multiplying the Purchase Price in effect immediately prior
to such record date by a fraction, the numerator of which shall be the sum of
the number of shares of Common Stock outstanding on such record date plus the
number of additional shares of Common Stock which the aggregate offering price
of the total number of shares of Common Stock so to be offered (or the aggregate
initial conversion price of the convertible securities so to be offered) would
purchase at the Applicable Price and the denominator of which shall be the
number of shares of Common Stock outstanding on such record date plus the number
of additional shares of Common Stock to be offered for subscription or purchase
(or into which the convertible securities so to be offered are initially
convertible). In case such price for subscription or purchase may be paid in a
consideration part or all of which shall be in a form other than cash, the value
of such consideration shall be determined in good faith by the Board of
Directors of the Company. Any such adjustment shall become effective immediately
after the record date for such rights or warrants. Such adjustment shall be made
successively whenever such a record date is fixed. If such rights, options or
warrants are not so issued, the Purchase Price shall be adjusted to the Purchase
Price that otherwise would be in effect but for the fact such record date was
fixed (giving effect to all adjustments that otherwise would be required to be
made pursuant to this Section 3 from and after such record date).

                (c) Certain Distributions. If the Company shall, at any time or
from time to time, fix a record date for the distribution to all holders of
Common Stock (including any such distribution made in connection with a
consolidation or merger in which the Company is the continuing corporation) of
evidences of indebtedness, assets or other property (other than regularly
scheduled



                                       5
<PAGE>

cash dividends or cash distributions payable out of consolidated earnings or
earned surplus or dividends payable in capital stock for which adjustment is
made under Subsection 3(a)) or subscription rights, options or warrants
(excluding those referred to in Subsection 3(b)), then the Purchase Price shall
be reduced to the price determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction (which shall in no event be
less than zero), the numerator of which shall be the Current Market Price per
share of Common Stock on such record date (or, if an ex-dividend date has been
established for such record date, on the next day preceding such ex-dividend
date), less the fair market value (as determined in good faith by the Board of
Directors of the Company) of the portion of the assets, evidences of
indebtedness, other property, subscription rights or warrants so to be
distributed applicable to one share of Common Stock and the denominator of which
shall be such Current Market Price per share of Common Stock. Any such
adjustment shall become effective immediately after the record date for such
distribution. Such adjustments shall be made successively whenever such a record
date is fixed. In the event that such distribution is not so made, the Purchase
Price shall be adjusted to the Purchase Price in effect immediately prior to
such record date (giving effect to all adjustments that otherwise would be
required to be made pursuant to this Section 3 from and after such record date).

        (d) Issuance of Common Stock Below Current Market Price or Dilution
Price.

                (i) If the Company shall, at any time and from time to time,
after the date hereof, directly or indirectly, sell or issue shares of Common
Stock (regardless of whether originally issued or from the Company's treasury),
or rights, options, warrants or convertible or exchangeable securities
containing the right to subscribe for or purchase shares of Common Stock) at a
price per share of Common Stock (determined, in the case of rights, options,
warrants or convertible or exchangeable securities, by dividing (x) the total
consideration received or receivable by the Company in consideration of the sale
or issuance of such rights, options, warrants or convertible or exchangeable
securities, plus the total consideration payable to the Company upon exercise or
conversion or exchange thereof, by (y) the total number of shares of Common
Stock covered by such rights, options, warrants or convertible or exchangeable
securities) which is lower than either the Current Market Price per share of
Common Stock or the Dilution Price immediately prior to such sale or issuance,
then, subject to clause 3(d)(ii), the Purchase Price shall be reduced to a price
determined by multiplying the Purchase Price in effect immediately prior thereto
by a fraction, the numerator of which shall be the sum of the number of shares
of Common Stock outstanding immediately prior to such sale or issuance plus the
number of shares of Common Stock which the aggregate consideration received
(determined as provided below) for such sale or issuance would purchase at the
Applicable Price and the denominator of which shall be the total number of
shares of Common Stock outstanding immediately after such sale or issuance. Such
adjustment shall be made successively whenever such sale or issuance is made.
For the purposes of such adjustments, the shares of Common Stock which the
holder of any such rights, options, warrants, or convertible or exchangeable
securities shall be entitled to subscribe for or purchase shall be deemed to be
issued and outstanding as of the date of such sale or issuance and the
consideration "received" by the Company therefor shall be deemed to be the
consideration actually received or receivable by the Company (plus any
underwriting discounts or commissions in connection therewith) for such rights,
options, warrants or convertible or exchangeable securities, plus the
consideration stated in such



                                       6
<PAGE>

rights, options, warrants or convertible or exchangeable securities to be
payable to the Company for the shares of Common Stock covered thereby. If the
Company shall sell or issue shares of Common Stock for a consideration
consisting, in whole or in part, of property other than cash or its equivalent,
then in determining the "price per share of Common Stock" and the
"consideration" received or receivable by or payable to the Company for purposes
of the first sentence and the immediately preceding sentence of this Subsection
3(d), the fair value of such property shall be determined in good faith by the
Board of Directors of the Company. The determination of whether any adjustment
is required under this Subsection 3(d) by reason of the sale and issuance of
rights, options, warrants or convertible or exchangeable securities and the
amount of such adjustment, if any, shall be made only at the time of such
issuance or sale and not at the subsequent time of issuance of shares of Common
Stock upon the exercise of such rights to subscribe or purchase.

                (ii) No adjustment shall be made to the Purchase Price pursuant
to clause 3(d)(i) in connection with the issuance of (A) shares issued upon
exercise of this Warrant; or (B) options to purchase an aggregate of 839,551
shares of Common Stock pursuant to option plans contemplated by the Purchase
Agreement if such shares would otherwise be included in clause 3(d)(i).

                (iii) Notwithstanding any provision in Section 3 to the contrary
and without limitation to any other provision contained in Section 3, in the
event any securities of the Company (other than this Warrant), including,
without limitation, those securities set forth as exceptions in Subsection
3(d)(ii) (for purposes of this Subsection, collectively, the "SUBJECT
SECURITIES"), are amended or otherwise modified by operation of its terms or
otherwise (including, without limitation, by operation of such Subject
Securities' anti-dilution provisions, other than anti-dilution provisions
substantially similar to those set forth in Subsection 3(d)(i)) in any manner
whatsoever that results in (i) the reduction of the exercise, conversion or
exchange price of such Subject Securities payable upon the exercise for, or
conversion or exchange into, Common Stock or other securities exercisable for,
or convertible or exchangeable into, Common Stock and/or (ii) such Subject
Securities becoming exercisable for, or convertible or exchangeable into (A)
more shares or dollar amount of such Subject Securities which are, in turn
exercisable for, or convertible or exchangeable into, Common Stock, or (B) more
shares of Common Stock, then such amendment or modification shall be treated for
purposes of Section 3 as if the Subject Securities which have been amended or
modified have been terminated and new securities have been issued with the
amended or modified terms. The Company shall make all necessary adjustments
(including successive adjustments if required) to the Purchase Price in
accordance with Section 3, but in no event shall the Purchase Price be greater
than it was immediately prior to the application of this Subsection to the
transaction in question. On the expiration or termination of any such amended or
modified Subject Securities for which adjustment has been made pursuant to the
operation of the provisions of this Subsection under Section 3(b) or 3(d), as
the case may be, without such Subject Securities having been exercised,
converted or exchanged in full pursuant to their terms, the adjusted Purchase
Price shall be appropriately readjusted in the manner specified in such Section.

                (e) Determination of Current Market Price. For the purpose of
any computation under Subsections (b), (c) or (d) of this Section 3 or any other
provision of this Warrant, the Current



                                       7
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Market Price per share of Common Stock on any date shall be deemed to be the
average of the daily Closing Prices per share of Common Stock for the 10
consecutive trading days commencing 15 trading days before such date. If on any
such date the shares of Common Stock are not listed or admitted for trading on
any national securities exchange or quoted by NASDAQ or a similar service, then
the Company, on the one hand, and WMF on the other hand, shall each promptly
appoint as an appraiser an individual who shall be a member of a nationally
recognized investment banking firm. Each appraiser shall be instructed to,
within 30 days of appointment, determine the Current Market Price per share of
Common Stock which shall be deemed to be equal to the fair market value per
share of Common Stock as of such date. If the two appraisers are unable to agree
on the Current Market Price per share of Common Stock within such 30 day period,
then the two appraisers, within 10 days after the end of such 30 day period
shall jointly select a third appraiser. The third appraiser shall, within 30
days of its appointment, determine, in good faith, the Current Market Price per
share of Common Stock and such determination shall be controlling. If any party
fails to appoint an appraiser or if one of the two initial appraisers fails
after appointment to submit its appraisal within the required period, the
appraisal submitted by the remaining appraiser shall be controlling. The cost of
the foregoing appraisals shall be shared one-half by the Company and one-half by
WMF, provided, however, in the event a third appraiser is utilized and one of
the two initial appraisals (but not the other initial appraisal) is greater than
or less than the appraisal by such third appraiser by 10% or more, then the cost
of all of the foregoing appraisals shall be borne by the party who appointed the
appraiser who made such initial appraisal.

                (f) De Minimis Adjustments. No adjustment in the Purchase Price
shall be made if the amount of such adjustment would result in a change in the
Purchase Price per share of less than $0.05, but in such case any adjustment
that would otherwise be required to be made shall be carried forward and shall
be made at the time of and together with the next subsequent adjustment, which
together with any adjustment so carried forward, would result in a change in the
Purchase Price of $0.05 per share or more. If the Company shall, at any time or
from time to time, issue Common Stock by way of dividends on any stock of the
Company or subdivide or combine the outstanding shares of the Common Stock, such
amount of $0.05 (as theretofore increased or decreased, if such amounts shall
have been adjusted in accordance with the provisions of this clause) shall
forthwith be proportionately increased in the case of a combination or decreased
in the case of a subdivision or stock dividend so as appropriately to reflect
the same. Notwithstanding the provi sions of the first sentence of this
Subsection 3(f), any adjustment postponed pursuant to this Subsection 3(f) shall
be made no later than the earlier of (i) three years from the date of the
transaction that would, but for



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the provisions of the first sentence of this Section 3(f), have required such
adjustment, (ii) an Exercise Date or (iii) the Expiration Date.

                (g) Adjustments to Other Shares. In the event that at any time,
as a result of an adjustment made pursuant to Subsection 3(a), the Holder shall
become entitled to receive, upon exercise of this Warrant, any shares of capital
stock of the Company other than shares of Common Stock, the number of such other
shares so receivable upon exercise of this Warrant shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the shares of Common Stock
contained in Subsections 3(a), (b), (c) and (d), inclusive, and the provisions
of Sections 2, 5, 6 and 7 with respect to the shares of Common Stock shall apply
on like terms to any such other shares.

                (h) Adjustment of Number of Shares Issuable Upon Exercise. Upon
each adjustment of the Purchase Price as a result of the calculations made in
Subsections 3(a), (b), (c) or (d), this Warrant shall thereafter evidence the
right to receive, at the adjusted Purchase Price, that number of shares of
Common Stock (calculated to the nearest one-hundredth) obtained by dividing (x)
the product of the aggregate number of shares of Common Stock covered by this
Warrant immediately prior to such adjustment and the Purchase Price in effect
immediately prior to such adjustment of the Purchase Price by (y) the Purchase
Price in effect immediately after such adjustment of the Purchase Price.

                (i) Reorganization, Reclassification, Merger and Sale of Assets.
If there occurs any capital reorganization or any reclassification of the Common
Stock of the Company, the consolidation or merger of the Company with or into
another Person (other than a merger or consolidation of the Company in which the
Company is the continuing corporation and which does not result in any
reclassification or change of outstanding shares of its Common Stock) or the
sale or conveyance of all or substantially all of the assets of the Company to
another Person, then the Holder will thereafter be entitled to receive, upon the
exercise of this Warrant in accordance with the terms hereof, the same kind and
amounts of securities (including shares of stock) or other assets, or both,
which were issuable or distributable to the holders of outstanding Common Stock
of the Company upon such reorganization, reclassification, consolidation,
merger, sale or conveyance, in respect of that number of shares of Common Stock
then deliverable upon the exercise of this Warrant if this Warrant had been
exercised immediately prior to such reorganization, reclassification,
consolidation, merger, sale or conveyance; and, in any such case, appropriate
adjustments (as determined in good faith by the Board of Directors of the
Company) shall be made to assure that the provisions hereof (including
provisions with respect to changes in, and other adjustments of, the Purchase
Price) shall thereafter be applicable, as nearly as reasonably may be
practicable, in relation to any securities or other assets thereafter
deliverable upon exercise of this Warrant.

        4. Certificate as to Adjustments. Whenever the Purchase Price and the
number of shares of Common Stock issuable, or the securities or other property
deliverable, upon the exercise of this Warrant shall be adjusted pursuant to the
provisions hereof, the Company shall promptly give written notice thereof to the
Holder, in accordance with Section 13, in the form of a certificate signed by
the



                                       9
<PAGE>

Chairman of the Board, President or one of the Vice Presidents of the Company,
and by the Chief Financial Officer, Treasurer or one of the Assistant Treasurers
of the Company, stating the adjusted Purchase Price, the number of shares of
Common Stock issuable, or the securities or other property deliverable, upon
exercise of the Warrant and setting forth in reasonable detail the method of
calculation and the facts requiring such adjustment and upon which such
calculation is based. Each adjustment shall remain in effect until a subsequent
adjustment is required.

        5. Fractional Shares. Notwithstanding an adjustment pursuant to Section
3(h) in the number of shares of Common Stock covered by this Warrant or any
other provision of this Warrant, the Company shall not be required to issue
fractions of shares upon exercise of this Warrant or to distribute certificates
which evidence fractional shares. In lieu of fractional shares, the Company may
make payment to the Holder, at the time of exercise of this Warrant as herein
provided, of an amount in cash equal to such fraction multiplied by the greater
of the Current Market Price of a share of Common Stock on the Exercise Date and
the Dilution Price.

        6. Notice of Proposed Actions. In case the Company shall propose at any
time or from time to time (a) to declare or pay any dividend payable in stock of
any class to the holders of Common Stock or to make any other distribution to
the holders of Common Stock (other than a regularly scheduled cash dividend),
(b) to offer to the holders of Common Stock rights or warrants to subscribe for
or to purchase any additional shares of Common Stock or shares of stock of any
class or any other securities, rights or options, (c) to effect any
reclassification of its Common Stock, (d) to effect any consolidation, merger or
sale, transfer or other disposition of all or substantially all of the property,
assets or business of the Company which would, if consummated, adjust the
Purchase Price or the securities issuable upon exercise of the Warrants, (e) to
effect the liquidation, dissolution or winding up of the Company, or (f) to take
any other action that would require a vote of the Company's stockholders, then,
in each such case, the Company shall give to the Holder, in accordance with
Section 13, a written notice of such proposed action, which shall specify (i)
the record date for the purposes of such stock dividend, distribution of rights
or warrants or vote of the stockholders of the Company, or if a record is not to
be taken, the date as of which the holders of shares of Common Stock of record
to be entitled to such dividend, distribution of rights or warrants, or vote is
to be determined, or (ii) the date on which such reclassification,
consolidation, merger, sale, transfer, disposition, liquidation, dissolution or
winding up is expected to become effective, and such notice shall be so given as
promptly as possible but in any event at least ten (10) Business Days prior to
the applicable record, determination or effective date specified in such notice.

        7. No Dilution or Impairment. The Company will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Warrant against
dilution or other impairment. Without limiting the generality of the foregoing,
the Company (a) will not increase the par value of any shares of stock
receivable on the exercise of this Warrant above the amount payable therefor on
such exercise, (b)



                                       10
<PAGE>

will at all times reserve and keep available the maximum number of its
authorized shares of Common Stock, free from all preemptive rights therein,
which will be sufficient to permit the full exercise of this Warrant, and (c)
will take all such action as may be necessary or appropriate in order that all
shares of Common Stock as may be issued pursuant to the exercise of this Warrant
will, upon issuance, be duly and validly issued, fully paid and nonassessable,
and free from all taxes, liens and charges with respect to the issue thereof.

        8. Replacement of Warrants. On receipt by the Company of an affidavit of
an authorized representative of the Holder stating the circumstances of the
loss, theft, destruction or mutilation of this Warrant (and in the case of any
such mutilation, on surrender and cancellation of such Warrant), the Company at
its expense will promptly execute and deliver, in lieu thereof, a new Warrant of
like tenor which shall be exercisable for a like number of shares of Common
Stock. If required by the Company, such Holder must provide an indemnity bond or
other indemnity sufficient in the judgment of the Company to protect the Company
from any loss which it may suffer if a lost, stolen or destroyed Warrant is
replaced.

        9. Restrictions on Transfer.

                (a) Subject to the provisions of this Section 9, this Warrant
may be transferred or assigned, in whole or in part, by the Holder at any time,
and from time to time. The term "Holder" as used herein shall also include any
transferee of this Warrant whose name has been recorded by the Company in the
Warrant Register (as hereinafter defined). Each transferee of the Warrant or the
Common Stock issuable upon the exercise of the Warrant acknowledges that the
Warrant or the Common Stock issuable upon the exercise of the Warrant has not
been registered under the Securities Act and may be transferred only pursuant to
an effective registration under the Securities Act or pursuant to an applicable
exemption from the registration requirements of the Securities Act.

                (b) With respect to a transfer that should occur prior to the
time that the Warrant or the Common Stock issuable upon the exercise thereof is
registered under the Securities Act, such Holder shall request an opinion of
counsel (which shall be rendered by counsel reasonably acceptable to the
Company) that the proposed transfer may be effected without registration or
qualification under any Federal or state securities or blue sky law. Counsel
shall, as promptly as practicable, notify the Company and the Holder of such
opinion and of the terms and conditions, if any, to be observed in such
transfer, whereupon the Holder shall be entitled to transfer this Warrant or
such shares of Common Stock (or portion thereof), subject to any other
provisions and limitations of this Warrant. In the event this Warrant shall be
exercised as an incident to such transfer, such exercise shall relate back and
for all purposes of this Warrant be deemed to have occurred as of the date of
such notice regardless of delays incurred by reason of the provisions of this
Section 9 which may result in the actual exercise on any later date.

                (c) The Company shall maintain a register (the "Warrant
Register") in its principal office for the purpose of registering the Warrant
and any transfer thereof, which register shall reflect and identify, at all
times, the ownership of any interest in the Warrant. Upon the issuance of this



                                       11
<PAGE>

Warrant, the Company shall record the name of the initial purchaser of this
Warrant in the Warrant Register as the first Holder. Upon surrender for
registration of transfer or exchange of this Warrant together with a properly
executed Form of Assignment attached hereto as Exhibit B at the principal office
of the Company, the Company shall, at its expense, execute and deliver one or
more new Warrants of like tenor which shall be exercisable for a like aggregate
number of shares of Common Stock, registered in the name of the Holder or a
transferee or transferees.

                (d) Notwithstanding any provision in this Warrant to the
contrary, the Holder shall not sell, assign, or otherwise transfer to any Person
(a "Transferee") any Issued Warrant Shares prior to the Expiration Date unless
such Transferee agrees in writing to be bound in the same manner as the Holder
by the provisions of this Section 9.

        10. No Rights or Liability as a Stockholder. This Warrant does not
entitle the Holder hereof to any voting rights or other rights as a stockholder
of the Company. No provisions hereof, in the absence of affirmative action by
the Holder hereof to purchase Common Stock, and no enumeration herein of the
rights or privileges of the Holder shall give rise to any liability of such
Holder as a stockholder of the Company.

        11. Charges, Taxes and Expenses. Issuance of certificates for shares of
Common Stock upon the exercise of this Warrant shall be made without charge to
the Holder hereof for any issue or transfer tax, or other incidental expense, in
respect of the issuance or delivery of such certificates or the securities
represented thereby, all of which taxes and expenses shall be paid by the
Company.

        12. Amendment or Waiver. This Warrant and any term hereof may be
amended, waived, discharged or terminated only by and with the written consent
of the Company and the Holder.

        13. Notices. Any notice or other communication (or delivery) required or
permitted hereunder shall be made in writing and shall be by registered mail,
return receipt requested, telecopier, courier service or personal delivery to
the Company at its principal office as specified in Section 11.2 of the Purchase
Agreement and to the Holder at its address as it appears in the Warrant
Register. All such notices and communications (and deliveries) 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; five
Business Days after being deposited in the mail, postage prepaid, if mailed; and
when receipt is acknowledged, if telecopied.

        14. Certain Remedies. The Holder shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Warrant and to enforce
specifically the terms and provisions of this Warrant in any court of the United
States or any state thereof having jurisdiction, this being in addition to any
other remedy to which such Holder may be entitled at law or in equity.

        15. Governing Law. This Warrant shall be governed by and construed in
accordance with the laws 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).



                                       12
<PAGE>

        16. Headings. The headings in this Warrant are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.



                                       MERCURY AIR GROUP, INC.


                                       By:
                                          --------------------------------------
                                       Name: Randolph E. Ajer
                                       Title: Chief Financial Officer




                                       13
<PAGE>

                                                          Exhibit A to Common
                                                          Stock Purchase Warrant

                                    [FORM OF]
                           ELECTION TO PURCHASE SHARES

                The undersigned hereby irrevocably elects to exercise the
Warrant to purchase _____ shares of Common Stock, par value $.01 per share
("Common Stock"), of Mercury Air Group, Inc. (the "Company") and hereby [makes
payment of $_______ therefor] [or] [makes payment therefor by assignment to the
Company pursuant to Section 2(b)(ii) of the Warrant of $_____________ aggregate
principal amount of WMF Note (as defined in the Warrant)] [or] [makes payment
therefore by surrendering pursuant to Section 2(b)(iii) _____ shares of Common
Stock of the Company] [or] [makes payment therefor by cancellation pursuant to
Section 2(b)(iv) of a portion of the Warrant with respect to _________ shares of
Common Stock]. The undersigned hereby requests that certificates for such shares
be issued and delivered as follows:

ISSUE TO:
         -----------------------------------------------------------------------
                                     (NAME)


--------------------------------------------------------------------------------
                          (ADDRESS, INCLUDING ZIP CODE)


--------------------------------------------------------------------------------
                  (SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER)

DELIVER TO:
           ---------------------------------------------------------------------
                                     (NAME)


--------------------------------------------------------------------------------
                          (ADDRESS, INCLUDING ZIP CODE)

                If the number of shares of Common Stock purchased hereby is less
than the number of shares of Common Stock covered by the Warrant, the
undersigned requests that a new Warrant representing the number of shares of
Common Stock not purchased be issued and delivered as follows:

ISSUE TO:
         -----------------------------------------------------------------------
                                (NAME OF HOLDER)


--------------------------------------------------------------------------------
                          (ADDRESS, INCLUDING ZIP CODE)

DELIVER TO:
           ---------------------------------------------------------------------
                                (NAME OF HOLDER)


--------------------------------------------------------------------------------
                          (ADDRESS, INCLUDING ZIP CODE)

Dated:                                      [NAME OF HOLDER(1)]
      -----------------------

                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:
-----------------------------

(1)  Name of Holder must conform in all respects to name of Holder as specified
     on the face of the Warrant.



                                       14
<PAGE>

                                                          Exhibit B to Common
                                                          Stock Purchase Warrant


                              [FORM OF] ASSIGNMENT

                FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto the Assignee named below all of the rights of the undersigned to
purchase Common Stock, par value $0.01 per share ("Common Stock"), of Mercury
Air Group, Inc. represented by the Warrant, with respect to the number of shares
of Common Stock set forth below:

<TABLE>
<CAPTION>
Name of Assignee           Address           No. of Shares
----------------           -------           -------------
<S>                        <C>               <C>







</TABLE>

and does hereby irrevocably constitute and appoint ____________________________
Attorney to make such transfer on the books of Mercury Air Group, Inc.
maintained for that purpose, with full power of substitution in the premises.

Dated:                                      [NAME OF HOLDER(1)]
      ---------------------------


                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:
-----------------------------

(1)  Name of Holder must conform in all respects to name of Holder as specified
     on the face of the Warrant.







                                       15