STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (the “Agreement”) made and entered into as of ______________, 2007 by and between KENNETH C. RICCI (“Stockholder”) and MACQUARIE INFRASTRUCTURE COMPANY, LLC, a Delaware limited liability company (“Macquarie”), is to evidence the following agreements and understandings.

WHEREAS, prior to the execution and delivery of this Agreement, Stockholder owned 7,745.36 common shares of Mercury Air Centers, Inc., a Delaware corporation (“MAC”), representing approximately 11% of the issued and outstanding shares of MAC common stock (“MAC Common”);

WHEREAS, Stockholder entered into an agreement with MAC dated ____________, 2007 whereby each share of MAC Common held by Stockholder on such date (“Ricci Common Stock”) was exchanged for one (1) share of MAC Series A Preferred Stock (the “Preferred Stock,” the terms, preferences and rights of which are described in a Certificate of Designation of, Preferences and Rights of the Series A Preferred Stock filed with the Delaware Secretary of State (the “Certificate of Designations”) in connection with the terms of a Stock Purchase Agreement dated April ___, 2007 (the “Purchase Agreement”) by and among, inter alia , Macquarie, Allied Capital Corporation (“Allied”) and Stockholder;

WHEREAS, the exchange of the Ricci Common Stock for the Preferred Stock was intended to qualify as a tax-free exchange under Section 1036 or as a recapitalization under Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended, and the Preferred Stock was intended to qualify as MAC “common stock” for purposes of Section 305(b)(3) and the regulations promulgated thereunder;

WHEREAS, the Purchase Agreement provides, in part, that the Preferred Stock was to be issued to Stockholder in exchange for the Ricci Common Stock on the date on which Macquarie acquires all of the MAC Common held by Allied pursuant to the Purchase Agreement (the “Closing Date”), and the Purchase Agreement contemplates that on the Closing Date, Stockholder shall issue to Macquarie an option to purchase all, and not less than all, of the Preferred Stock held by Stockholder, and Macquarie shall issue to Stockholder an option to require Macquarie to purchase all, and not less than all, of the Preferred Stock held by Stockholder;

WHEREAS, immediately prior to the execution and delivery of this Agreement: (i) Macquarie has acquired all of the “Initial Closing Shares” as defined in the Purchase Agreement, and (ii) Stockholder has exchanged the Ricci Common Stock for an equal number of shares of the Preferred Stock (the “Option Shares”); and

WHEREAS, the parties hereto desire to memorialize in this Agreement the terms and conditions of the Call Option and the Put Option (as such terms are defined below).

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.   Grant of Call Option . Stockholder hereby issues and sells to Macquarie an option to purchase all, and not less than all, of the Option Shares (“Call Option”), all on the terms and conditions contained in this Agreement.

2.   Option Purchase Price . In consideration of the Stockholder’s issuance of the Call Option, Macquarie shall pay to the Stockholder, contemporaneously with the execution and delivery of this Agreement, the sum of $2,000,000 (“Option Purchase Price”), by bank or certified check or by wire transfer of immediately available federal funds to an account designated in writing by Stockholder prior to the date of execution of this Agreement. The Option Purchase Price shall be nonrefundable, but shall be credited against the Call Option Exercise Price (defined below) if the Call Option is exercised by Macquarie prior to the expiration of the Call Option Exercise Period (defined below).

3.   Exercise Period . The Call Option shall be exercisable only from 12:01 a.m. Eastern Standard Time October 1, 2007 through 11:59 p.m. Eastern Standard Time on October 31, 2007 (“Call Option Exercise Period”), time being of the essence.

4.   Call Option Exercise Price .

a.   The exercise price for the Option Shares acquired pursuant to the Call Option (“Call Option Exercise Price”) shall be _____________________ Dollars ($__________), which equals the net amount of the per share value of the MAC Common as determined on [Macquarie/Allied closing date] in connection with the closing of the purchase by Macquarie of MAC Common pursuant to Section 1.4(a) of the Purchase Agreement times the number of Option Shares plus $500,000 as the premium for Stockholder granting the Call Option, less the sum of (x) any dividends and distributions paid on the Preferred Stock to the Stockholder from and after the [Macquarie/Allied closing date] to the date of closing of the Call Option exercise and (y) the Option Purchase Price, subject to adjustment pursuant to Paragraph 4(b) below.

b.   The parties acknowledge and agree that in certain circumstances the Call Option Exercise Price shall be (1) reduced by the per share amount of any Final Working Capital Deficiency, if any, or (2) increased by the per share amount of any Final Working Capital Surplus, if any, in each case pursuant to the terms and conditions set forth in Section 1.7 of the Purchase Agreement.

5.   Exercise Procedure and Closing . The Call Option may be exercised by Macquarie by delivery to Stockholder and Allied of a written exercise notice (“Notice of Call Exercise”) during the Call Option Exercise Period. Macquarie and the Stockholder shall consummate the purchase and sale of the Option Shares within ten (10) days following the date the Notice of Call Exercise is received by Stockholder.

a.   At the closing, the Call Option Exercise Price shall be paid as follows:

i.   First, an amount equal to the outstanding principal, accrued and unpaid interest, and fees payable pursuant to the Promissory Note dated September 15, 2006 and issued by the Stockholder to Mercury Air Centers, Inc. in a principal amount of $7,196,493 (the “Allied Loan Amount”) shall be delivered to Allied Capital Corporation, a Maryland corporation, as agent for the holders of such note (“Allied”);

ii.   Second, an amount equal to the Call Option Share Escrow Fund shall be delivered to the Escrow Agent; and

iii.   Third, the balance of the Call Option Exercise Price for the Preferred Stock shall be delivered to the Stockholder, with payment being made in the same manner as the Option Purchase Price pursuant to Paragraph 2 above.

b.   At the closing, the Stockholder shall deliver to Macquarie:

i.   Certificates for the Option Shares free and clear of all liens and encumbrances (except with respect to the liens described in Paragraphs 6(a) and 12 below), duly endorsed for transfer or accompanied by duly executed stock powers;

ii.   A certificate from the Stockholder expressly certifying that as of the date thereof, the Stockholder (A) holds of record, owns beneficially and has good and marketable title to all of the Option Shares, free and clear of security interests, liens, options, warrants, purchase rights, contracts, commitments, restrictions, equities, claims and demands (except with respect to the liens described in Paragraphs 6(a) and 12 below) and (B) is not a party to any voting trust, proxy, or other agreement or understanding, other than with respect to this Agreement; and

iii.   An executed release substantially in the form of Exhibit A.

6.   Nontransferability of Option Shares and Call Option .

a.   Without the prior written consent of Macquarie and Allied, the Option Shares shall not be transferred, assigned, pledged, hypothecated or disposed of in any way (except with respect to the pledge described in Paragraph 12 below), whether by operation of law or otherwise, except as set forth in Paragraph 13(i) below; provided, that the Option Shares may be disposed of pursuant to the Agreement.

b.   Without the prior written consent of the Stockholder, the Call Option shall not be transferred, assigned, pledged, hypothecated or disposed of in any way, whether by operation of law or otherwise, except that Macquarie, upon written notice to the Stockholder, may transfer all or a portion of the Call Option to an affiliate or grant a security interest in the Call Option to secure the repayment of indebtedness of MAC, in which case Macquarie shall remain primarily liable for and stand behind each of its obligations under the Call Option and otherwise under this Agreement.

7.   Failure to Exercise Call Option / Stockholder’s Right to Appointment of Director . If Macquarie fails to exercise the Call Option prior to the expiration of the Call Option Exercise Period or fails to close on the purchase of the Preferred Stock within ten (10) days after receipt by Stockholder of the Notice of Exercise, the Stockholder shall be permitted to appoint an additional director to the Board of MAC (which Board will consist of at least six (6) members) as long as the Stockholder (or family members, including trusts, limited partnerships or limited liability companies principally for the benefit of Stockholder or his family (“Stockholder Related Parties”)) continues to own in the aggregate at least eighty percent (80%) of the Preferred Stock. Macquarie agrees to vote for the election of Stockholder’s nominee as Director and take such actions in its capacity as majority stockholder of MAC, and further, agrees to cause MAC to take such actions as may be necessary or appropriate, in the reasonable opinion of Stockholder or its counsel, to effectuate the purposes of this Paragraph.

8.   Stockholder Failure to Transfer Preferred Stock . In the event that the Stockholder is unable to, or for any reason does not, deliver to Macquarie certificates for the Preferred Stock free and clear of all liens and encumbrances (except with respect to the liens described in Paragraphs 6(a)_and 12 below), duly endorsed for transfer or accompanied by duly executed stock powers and an executed release substantially in the form of Exhibit A within ten (10) days after receipt by Stockholder of the Notice of Exercise, Macquarie may, in its sole discretion, pay to Allied the amount payable to it pursuant to Paragraph 5 above and deposit the balance of the Call Option Exercise Price to the Escrow Agent to be held in an escrow account separate from the Escrow Fund. Upon such deposit by Macquarie, the Option Shares shall at such time be deemed to have been sold, assigned, transferred and conveyed to Macquarie, and the Stockholder shall have no further rights with respect thereto. The Escrow Agent shall hold, invest and disburse the funds in accordance with the terms and conditions of an escrow agreement between Macquarie, the Stockholder and the Escrow Agent, an executed counterpart of which the Stockholder has delivered to Macquarie as of the execution of this Agreement. The escrow agreement shall provide that the escrow deposit and any investment income earned thereon be disbursed in accordance with the sequence set