EMPLOYMENT AGREEMENT

     This EMPLOYMENT AGREEMENT (Agreement), effective as of December 14, 2004 (Effective Date) is entered by and between Randy S. Leiser (Executive) and Kitty Hawk, Inc. (Company).

     WHEREAS, the Company and Executive wish to enter into an Employment Agreement which replaces and supercedes any existing contractual arrangement.

     WHEREAS, the Company desires to establish its right to the continued services of the Executive, in the capacity described below, on the terms and conditions and subject to the rights of termination hereinafter set forth, and the Executive is willing to accept such employment on such terms and conditions.

     THEREFORE, in consideration of the mutual agreements hereinafter set forth, the Executive and the Company have agreed and do hereby agree as follows:

     1. EMPLOYMENT AS Vice President and Chief Financial Officer (CFO). The Company does hereby agree to continue to employ Executive as Vice President and Chief Financial Officer (CFO) and the Executive does hereby agree to accept continued employment with the Company as Vice President and Chief Financial Officer on the terms and conditions set forth herein. Executive shall have those powers and duties normally associated with the position of Vice President and Chief Financial Officer of entities comparable to the Company and such other duties and responsibilities as may be assigned to Executive from time to time. The Executive shall use his best efforts and devote substantially all of his business time (other than absences due to illness or vacation) to the performance of his duties for the Company. Notwithstanding the above, Executive shall be permitted, to the extent that such activities do not interfere with performance of Executives duties and responsibilities hereunder, to: (i) manage Executives personal, financial and legal affairs, (ii) to serve on civic or charitable boards or committees, it being expressly understood and agreed Executive may continue serving on any such boards and/or committees on which Executive is serving or with which Executive is associated as of the Effective Date as set forth on Appendix 1 hereto, and (iii) to give lectures and be involved in speaking engagements associated with Executives community service or service to civic or charitable boards or committees.

          (a) PLACE OF PERFORMANCE. Unless relocated, the principal place of employment of Executive shall be at the Companys principle executive offices in the Dallas/Fort Worth, Texas metropolitan area.

     2. TERM OF AGREEMENT. The term of Executives employment under this Agreement shall commence on December 14, 2004 (the Commencement Date) and shall continue for a period of two (2) years (the Term); provided, that, on the second anniversary of the Commencement Date and on each annual anniversary thereafter, the Term and Executives employment hereunder shall automatically be extended for successive one (1) year periods unless either party gives written notice not to extend the term of this Agreement ninety (90) days in advance of the expiration of the Term or any extension thereof.

     3. COMPENSATION.

          (a) BASE SALARY. The Company shall pay the Executive, and the Executive agrees to accept from the Company for payment of his services to the Company, a base salary at the rate