EMPLOYMENT AGREEMENT

     This EMPLOYMENT AGREEMENT (Agreement), effective as of December 13, 2004 (Effective Date) is entered by and between Robert W. Zoller, Jr. (Executive) and Kitty Hawk, Inc. (Company).

     WHEREAS, the Company and Executive are parties to a Memorandum of Understanding dated October 29, 2002 (the Term Sheet) relating to Executives relationship with Company and wish to enter into an Employment Agreement which replaces and supercedes the Term Sheet.

     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 PRESIDENT AND CHIEF EXECUTIVE OFFICER (CEO). The Company does hereby agree to continue to employ Executive as President and CEO and the Executive does hereby agree to accept continued employment with the Company as President and CEO on the terms and conditions set forth herein. During the Term (as defined below), Executive shall report solely and directly to the Companys Board of Directors (the Board). Executive shall have those powers and duties normally associated with the position of President and Chief Executive Officer of entities comparable to the Company. Executives duties shall include among other duties set forth herein, the complete supervision, control over and responsibility for the day-to-day operation of the Company, including but not limited to the power to hire, terminate and supervise all employment decisions with respect to all employees of the Company at all levels (with appropriate input, oversight and approval by the Board where employment decisions are made regarding senior executives or officers of the Company) and such other powers and duties as may be prescribed by the Board; provided, that, such other powers and duties are consistent with Executives position as President and Chief Executive Officer. 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 materially 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 and 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 and 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. During the Term, Executive shall also serve as a member of the Board for no additional compensation.

        (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 November 1, 2004 (the Commencement Date) and shall continue for a period of thirty-six (36) months (the Term); provided, that, on the third anniversary of the Commencement Date