AIRLINE SERVICES AGREEMENT

      THIS  AIRLINE SERVICES AGREEMENT (the "Agreement") is  made
effective  as of the 1st day of July, 1997 by and between  MESABA
AVIATION,  INC.,  a  Minnesota  corporation  ("Mesaba"),   MESABA
HOLDINGS,   INC.,  a  Minnesota  corporation  ("Holdings"),   and
NORTHWEST AIRLINES, INC., a Minnesota corporation ("Northwest").

                          WITNESSETH:

      WHEREAS,  Mesaba  and  Northwest  desire  to  make  certain
arrangements between them (including aircraft lease arrangements)
which   will  enable  Mesaba  to  provide  connecting  commercial
turboprop air transportation services to and from Minneapolis/St.
Paul, Minnesota and Detroit, Michigan;

      WHEREAS, Holdings, Mesaba and Northwest are each willing to
perform  in  the  manner  and  upon  the  conditions  and   terms
hereinafter set forth.

      NOW,  THEREFORE, in consideration of the premises and other
good  and valuable consideration, the receipt and sufficiency  of
which are hereby acknowledged, Northwest, Mesaba and Holdings  do
hereby agree as follows:


                           ARTICLE I

                          DEFINITIONS

      Section  I.1     Definitions.  For  all  purposes  of  this
Agreement,  except as otherwise expressly provided or unless  the
context otherwise requires:
Note:  The level 3 paragraph numbering has been conformed to  the
original  document for Section 1.1.  It does not and  should  not
correspond to the level three paragraph numbering in the rest  of
the  document.  That is, in the rest of the document, level 3  is
(a), (b), etc.  In Section 1.1, it is and should remain (1), (2),
etc.
           (1)   the  terms as defined in this Article  have  the
     meanings  assigned to them in this Article and  include  the
     plural as well as the singular;

           (2)  all accounting terms not otherwise defined herein
     have  the  meanings  assigned to  them  in  accordance  with
     generally accepted accounting principles; and

           (3)  the words "herein", "hereof" and "hereunder"  and
     other words of similar import refer to this Agreement  as  a
     whole  and not to any particular Article, Section  or  other
     subdivision.

      Affiliate means any entity or person directly or indirectly
controlling,  controlled by, or under direct or  indirect  common
control  with, Northwest or Holdings, as the case  may  be.   For
purpose  of this definition, "control" when used with respect  to
either  Northwest  or  Holdings means the  power  to  direct  the
management  and policies of such person, directly or  indirectly,
whether  through the ownership of voting securities, by  contract

<PAGE>

or  otherwise, and the terms "controlling" and "controlled"  have
meanings  correlative  to the foregoing.  For  purposes  of  this
Agreement,  in  no  event shall Northwest  be  deemed  to  be  an
Affiliate of either Mesaba or Holdings nor shall either Mesaba or
Holdings be deemed to be an Affiliate of Northwest.

      Air  Cargo means air freight, United States mail and  small
package services appropriate for the Aircraft.

      Air  Cargo  Handling Services means the Air Cargo  handling
services to be performed pursuant to Section 4.10.

     Aircraft means (i) the thirteen (13) Saab 340A and seventeen
(17)  Saab 340B+ turboprop aircraft in Mesaba's fleet as  of  the
Effective Date, (ii) the additional nineteen (19) Saab  340A  and
twenty-three  (23) Saab 340B+ turboprop aircraft  which  are  the
subject of the Term Sheet when, as and if such aircraft are added
to  Mesaba's  fleet pursuant to Sections 3.2 and 3.3,  (iii)  all
additional Saab 340 Series aircraft when, as and if such aircraft
are  added  to Mesaba's fleet pursuant to Sections 3.2  and  3.3,
(iv)  the twenty-five (25) Dash 8 turboprop aircraft and the four
(4)  Saab  340B turboprop aircraft in Mesaba's fleet  as  of  the
Effective Date, and (v) the aircraft which are subject to the Wet
Lease Agreement.

      Annual  Operating Plan shall have the meaning  ascribed  to
such term in Section 2.12.

      ASM  means  an Available Seat Mile, i.e. one aircraft  seat
scheduled to be flown one statute mile on a Scheduled Flight.

     ASM/Passenger Payment means the payment to be made  pursuant
     to Section 5.2(b).

     ASM/Passenger  Report means the payment to be made  pursuant
     to Section 5.2(a).

       Baggage  Handling  Services  means  the  baggage  handling
services to be performed pursuant to Section 4.9.

     [*]

     [*]

     [*]

     [*]

      Charter  Flights means charter flights using the  Aircraft,
which   charter   flights,  operational  arrangements   and   the
compensation  to  be  received by Mesaba in respect  thereof  are
mutually agreed to by Mesaba and Northwest from time to time.


[*]  Confidential material omitted and filed separately with the Securities 
     and Exchange Commision pursuant for a request for confidential treatment

<PAGE>

      Complementary  Service Cities means  those  Service  Cities
which Northwest serves or may subsequently serve to and from  one
or  both of the Hub Cities during the term of this Agreement  and
which  Mesaba also serves (or may serve) to and from one or  both
of the Hub Cities.

      Default  means  the  occurrence of an event  set  forth  in
Article X, and the expiration of any cure period provided therein
without cure or other remedial action having occurred, permitting
termination of this Agreement.

      Designator  means  "NW" or such other  designator  code  as
Northwest may specify to identify Northwest's own flights.

      Direct  Costs means Northwest's or Mesaba's, as applicable,
actual  costs  for goods and services without any  surcharge  for
administrative or general overhead expense.

      DOT means the United States Department of Transportation or
any successor to its functions with respect to the regulation  of
air transportation.

      DOT  Certification  means any and  all  certifications  and
approvals  by  the  DOT,  the FAA and other  regulatory  agencies
required  for  Mesaba  to  operate the Aircraft  and  to  perform
pursuant  to  the  terms of this Agreement and  all  Governmental
Regulations.

      Effective Date means the date specified in Section 10.1  of
this Agreement.

      Existing  Saab  340B+  Subleases  shall  have  the  meaning
ascribed to such term in Section 3.3.

     FAA means the Federal Aviation Administration.

     [*]

      GAAP  means  generally  accepted  accounting  practice  and
principles  at  the  time  prevailing for  companies  engaged  in
businesses similar to that of Mesaba, consistently applied.

      Governmental  Regulations means the rules  and  regulations
prescribed  by  any  local, state or federal unit  of  government
having  authority and jurisdiction to regulate the  business  and
affairs  of  an  air carrier having DOT Certification,  including
without limitation, the DOT and the FAA.

     Hub Cities means Minneapolis/St. Paul, Minnesota ("MSP") and
Detroit, Michigan ("DTW").

[*]  Confidential material omitted and filed separately with the Securities 
     and Exchange Commision pursuant for a request for confidential treatment

<PAGE>

      Identification  means the trade name (including  "Northwest
Airlink"  or  any  similar  or other name),  trademarks,  service
marks,  graphics,  logo,  distinctive  color  schemes  and  other
identification  selected by Northwest in its sole discretion  for
the  Regional Airline Services to be provided by Mesaba,  whether
or   not   such  identification  is  copyrightable  or  otherwise
protected or protectable under federal law.

     [*]

     [*]

     [*]

     Northwest Nominee means an individual designated to serve as
a  director of Holdings and Mesaba by Northwest (1) who is either
an   officer  or  director  of  Northwest  or  an  individual  of
recognized  standing and reputation in the airline  industry  and
(2)  with respect to whom Holdings would not be required to  make
any disclosures in its proxy statements of matters required to be
disclosed  pursuant to Item 401(f)(2) through (6)  of  Regulation
S-K  of  the Rules and Regulations of the Securities and Exchange
Commission.

      Northwest Tickets shall have the meaning ascribed  to  such
term in Section 4.8(a).

     [*]

     Performance Period means each six (6) month period ending on
a  June  30  or  December 31 occurring during the  term  of  this
Agreement.

      PPI means Producer Price Index for finished goods published
by  the  United  States  Department of  Labor,  Bureau  of  Labor
Statistics, and any comparable successor index.

      Primary Service Cities means those Service Cities to  which
Mesaba provides service, but which are not served by Northwest.

     [*]

      Regional Airline Services means the provisioning by  Mesaba
to   Northwest  of  Scheduled  Flights  using  the  Aircraft   in
accordance  with  this Agreement and includes  Scheduled  Flights
operated  by Express Airlines I, Inc. pursuant to the  Wet  Lease
Agreement.

      Regional  Jet  Services Agreement means  the  Regional  Jet
Services  Agreement dated as of October 25, 1996 among  Holdings,
Mesaba and Northwest.

[*]  Confidential material omitted and filed separately with the Securities 
     and Exchange Commision pursuant for a request for confidential treatment

<PAGE>

      Scheduled  Flights means revenue passenger  flights  (other
than  charters) which, regardless of frequency, are held  out  to
the public and published in the customary and applicable schedule
distribution systems, such as the OAG, or published by  Northwest
in its own system timetables.

      Service Cities means those cities identified from  time  to
time  by Northwest to which Mesaba shall provide Regional Airline
Services.

      Stock  Purchase Warrant shall have the meaning ascribed  to
such term in Section 12.16.

      Subleases means the sub-subleases, subleases and/or  leases
to  be entered into pursuant to Section 3.3 and the Existing Saab
340B+ Subleases.

      Subsidiary  means  a  corporation  more  than  50%  of  the
outstanding  equity  interest  of which  is  owned,  directly  or
indirectly, by Mesaba or by one or more other Subsidiaries, or by
Mesaba  and one or more other Subsidiaries, which equity interest
entitles  the  owner(s)  thereof  to  direct  the  policies   and
operations of such corporation.

      Support Agreements shall have the meaning ascribed to  such
term in Section 3.6.

     Term Sheet means the Term Sheet Proposal for the Acquisition
of  Saab  340 Aircraft by Mesaba Aviation, Inc, signed by Mesaba,
Fairbrook  Leasing, Inc., and Saab Aircraft of America,  Inc.  on
March 7, 1996.

      Termination  Date  means the date on which  this  Agreement
terminates whether by its term or as a result of a Default.

      Ticketing  Services  means the  ticketing  services  to  be
performed pursuant to Section 4.8.

      Wet  Lease Agreement means the Aircraft Wet Lease Agreement
dated  as  of June 3, 1997 between Express Airlines I,  Inc.  and
Mesaba.


                           ARTICLE II

             PROVISION OF REGIONAL AIRLINE SERVICES

      Section II.1   Operation of Scheduled Flights.  Subject  to
the  terms and conditions of this Agreement, Mesaba shall use the
Aircraft to operate Scheduled Flights between the Hub Cities  and
such Service Cities as shall be designated by Northwest from time
to  time  in  its  sole discretion.  All schedules  and  aircraft
routing  for  such Scheduled Flights and all utilization  of  the
Aircraft  shall be determined by Northwest from time to time,  in
its   sole   discretion,  subject  to  the  reasonable  operating
constraints  of  Mesaba  taking  into  consideration   reasonable
maintenance,  crew  training and Aircraft rotation  requirements.
Block  times shall be mutually agreed to by Mesaba and  Northwest
and  set  in  conformity  with standard  industry  practices  and
Aircraft type.

[*]  Confidential material omitted and filed separately with the Securities 
     and Exchange Commision pursuant for a request for confidential treatment

<PAGE>

     Section II.2   Use of Designator, Identification and Related
Matters.   Mesaba  shall operate the Scheduled  Flights  provided
under this Agreement using the Designator.  The Scheduled Flights
shall be identified by Mesaba solely with flight numbers assigned
by  Northwest.  Mesaba shall use the Identification determined by
Northwest  from  time  to time, in its sole discretion,  for  the
Aircraft, and for all facilities, equipment, uniforms and printed
materials  used in connection with the Regional Airline Services;
provided, however, all Mesaba uniforms (as opposed to the use  of
the   Identification  thereon)  shall  be  determined  by  Mesaba
provided that such uniforms shall at all times be consistent with
Mesaba's  existing  uniform  standards.   Northwest  shall   have
exclusive control over the use and display of the Designator  and
Identification.   Any  use of the Identification  by  Mesaba  not
specifically approved by this Agreement shall be subject  to  the
prior written approval of Northwest.

      Section II.3   Use of Other Designators.  Mesaba shall  not
use  on  the  Aircraft  its  own airline  designator  (except  as
otherwise  required by Governmental Regulations) or  the  airline
designator,  logo,  or any other identifying feature  of  another
foreign  or  United  States airline, without  the  express  prior
written consent of Northwest, or unless Northwest directs  Mesaba
to use such other designator, logo, or identifying feature.

     Section II.4   Personnel and Dispatch Control.  Mesaba shall
be  responsible  for providing all crews (flight  and  cabin)  to
operate the Scheduled Flights and for all aspects (personnel  and
other) of dispatch control.

      Section II.5   Inventory Management.  Northwest shall  have
complete control over all inventory management functions for  all
Scheduled Flights operated pursuant to this Agreement, including,
without limitation, overbooking levels, discount seat levels  and
allocation  of  seats  among  the  various  fare  buckets.     In
performing Mesaba's inventory management, Northwest shall conform
with  its  own procedures and standards, taking into account  the
type of Aircraft operated by Mesaba.

     Section II.6   Passenger Fares.  Northwest shall be the sole
authority  for  filing  tariffs for  Scheduled  Flights  operated
pursuant  to  this  Agreement and Northwest shall  establish  all
passenger fares for Scheduled Flights operated pursuant  to  this
Agreement.   All  charges  for filing of  fares  or  tariffs  for
Scheduled  Flights operated pursuant to this Agreement  shall  be
paid by Northwest.

      Section  II.7    DOT Certification.  Mesaba has  and  shall
maintain  DOT  Certification  and all  other  permits,  licenses,
certificates  and insurance required by governmental  authorities
and  Article  IX hereof to enable Mesaba to perform the  services
required by this Agreement.

[*]  Confidential material omitted and filed separately with the Securities 
     and Exchange Commision pursuant for a request for confidential treatment

<PAGE>

      Section  II.8    Compliance With Governmental  Regulations.
All  flight operations, dispatch operations and flights  and  all
other  operations undertaken by Mesaba pursuant to this Agreement
shall  be  conducted and operated by Mesaba in strict  compliance
with all Governmental Regulations, including, without limitation,
those relating to airport security, the use and transportation of
hazardous  materials,  crew  qualifications,  crew  training  and
hours.   All Aircraft shall be operated and maintained by  Mesaba
in  strict compliance with all Governmental Regulations, Mesaba's
own  operations  manuals and maintenance manuals and  procedures,
and all applicable equipment manufacturer's instructions.  At all
times, Mesaba shall operate with the highest standards of care.

      Section  II.9   Quality of Service.  Northwest  procedures,
performance standards and means of measurement thereof concerning
the  provision of air passenger and air cargo services  shall  be
applicable  to  all  services  provided  by  Mesaba  under   this
Agreement  and Mesaba shall achieve the same quality  of  airline
service provided by Northwest, subject to limitations imposed  by
the  type of Aircraft used by Mesaba, its route network  and  the
availability  of  equipment  and facilities  at  certain  Service
Cities.  Mesaba shall maintain adequate staffing levels to ensure
the  same  level  of customer service and operational  efficiency
that Northwest achieves; Mesaba shall cooperate with Northwest in
any  way necessary or desirable to provide such comparable  level
of  customer service in connection with the operation of Regional
Airline  Services;  and  Mesaba  shall  maintain  new  hire   and
recurrent training programs for all job descriptions.

      Section II.10  Service Standards.  Without limiting Section
2.9,  Mesaba  shall  achieve the following  specific  performance
standards.

           (a)   Minimum Completion Factor.  Mesaba shall achieve
     not  less  than  [*]  completion factor  for  all  Scheduled
     Flights which are scheduled to be operated by Mesaba  during
     each Performance Period. [*].

          (b)  Minimum On-Time Reliability.  Mesaba shall achieve
     [*]  on-time arrival factor for all Scheduled Flights  which
     are   scheduled  to  be  operated  by  Mesaba  during   each
     Performance Period. [*]

            (c)   Mishandled  Luggage  Factor.   The  number   of
     incidences of mishandled luggage by Mesaba shall not  exceed
     [*]   per  1,000  enplaned  revenue  passengers  during  any
     Performance Period. [*].

            (d)   Customer  Complaints  Factor.   The  number  of
     customer  complaints  received by Northwest  in  respect  of
     Regional  Airline Services shall not exceed  [*]  per  1,000
     enplaned revenue passengers during any Performance Period.

           (e)   Operational  Oversales Factor.   The  number  of
     denied  boardings by Mesaba due to operational oversales  in
     respect  of  Regional Airline Services shall not exceed  [*]
     per 1,000 enplaned revenue passengers during any Performance
     Period.  [*].

[*]  Confidential material omitted and filed separately with the Securities 
     and Exchange Commision pursuant for a request for confidential treatment

<PAGE>

     Section II.11  Passenger Amenities. [*].

      Section  II.12  Annual Operating Plan.  At  least  90  days
prior  to  January  1  of  each year  during  the  term  of  this
Agreement,  Mesaba  and  Northwest shall confer  and  prepare  an
operating plan for the succeeding calendar year, which plan shall
include  (i)  Northwest's  determination  with  respect  to   the
schedule  and  routing for all Scheduled Flights for  such  year,
(ii)  Northwest's  designation of the  Service  Cities  to  which
Mesaba shall operate Regional Airline Services, (iii) Northwest's
schedule of specific dates for the commencement of service to new
Service  Cities,  if any, (iv) Northwest's determination  of  the
number of Aircraft to be added to or removed from Mesaba's  fleet
(subject to Section 3.2), and (v) such other matters as Northwest
and  Mesaba shall determine (as amended in accordance  with  this
Section 2.12, the "Annual Operating Plan").  Northwest and Mesaba
shall meet and confer on a quarterly basis (or more frequently if
requested   by  either  Northwest  or  Mesaba)  to   review   the
implementation  of the Annual Operating Plan and to  discuss  any
changes  to  the  Annual Operating Plan.  In the event  Northwest
elects to alter the Annual Operating Plan during the course of  a
year,  Northwest shall provide at least 60 days prior  notice  to
Mesaba.   Notwithstanding  the foregoing  provisions  of  Section
2.12,  Northwest agrees that it shall promptly notify  Mesaba  of
any  determination by Northwest to increase or decrease  Mesaba's
fleet  size  but in no event shall Northwest provide Mesaba  less
than 60 days prior notice.

      Section II.13  Inflight Supplies.  Northwest shall  furnish
Mesaba, at [*] and at Mesaba's request, adequate supplies of  its
customary  inflight supplies including, but not limited  to,  the
Northwest  inflight magazine, cups, napkins and sugar in  a  form
similar or identical to that used by Northwest.

      Section  II.14   Exclusivity.  Except  for  the  rights  of
Express  Airlines  I,  Inc. during the  term  of  the  Wet  Lease
Agreement,  Mesaba  shall have the exclusive  right  to  use  the
Identification  and Designator for Scheduled  Flights  which  (i)
originate or terminate at either of the Hub Cities and  (ii)  use
turboprop aircraft.


                          ARTICLE III

                            AIRCRAFT

      Section  III.1  Use of the Aircraft and Fleet  Composition.
Mesaba  agrees (a) that the Aircraft may be used only to  provide
and/or  support Charter Flights or the Regional Airline  Services
contemplated by this Agreement, (b) that the Aircraft may not  be
used  by  Mesaba for any other purpose without the prior  written
consent  of  Northwest, and (c) that neither  Mesaba  (except  as
contemplated by the Regional Jet Services Agreement) nor  any  of
its  Subsidiaries shall acquire or lease any aircraft other  than
the Aircraft.

[*]  Confidential material omitted and filed separately with the Securities 
     and Exchange Commision pursuant for a request for confidential treatment

<PAGE>

     Section III.2  Fleet Size and Related Matters.

          (a)  Determination of Fleet Size.  Northwest and Mesaba
     agree  that  all  Saab  340 Series aircraft  which  are  the
     subject of the Term Sheet shall be acquired when, as and  if
     determined by Northwest (subject to contractual requirements
     arising  from the Term Sheet as such requirements may  exist
     from time to time) and that a Sublease shall be entered into
     with  respect  to  each  such aircraft  as  contemplated  by
     Section 3.3.  Northwest, in its sole discretion, shall  have
     the right to require additional Saab 340 Series aircraft  to
     be added to Mesaba's fleet beyond the number contemplated by
     the  Term Sheet and to require the removal of Aircraft  from
     Mesaba's fleet; provided, however, [*].  A Sublease shall be
     entered  into with respect to each such additional  aircraft
     as  contemplated by Section 3.3.  Mesaba shall determine the
     appropriate  level  of  spare Aircraft  to  be  included  in
     Mesaba's fleet from time to time; provided, however,  in  no
     event  shall the number of spare Aircraft in Mesaba's  fleet
     exceed  [*] of the total number of Aircraft then in Mesaba's
     fleet.
           (b)   Induction and Termination Costs.   All  one-time
     expenses which are associated with inducting Aircraft  shall
     be  paid [*].  If Northwest determines to reduce the  number
     of Aircraft in Mesaba's fleet, Northwest agrees to terminate
     the  Sublease with respect to any excess Aircraft as of  the
     date  of  removal from Mesaba's fleet; the determination  of
     the  number  of  excess  Aircraft shall  take  into  account
     Northwest's   determination  of  the  number  of   scheduled
     Aircraft  and Mesaba's determination of the number of  spare
     Aircraft,   and  Aircraft  not  scheduled  due   to   normal
     reoccurring    seasonal    adjustments    and    maintenance
     requirements  shall  not constitute  excess  Aircraft.   All
     return  costs  and expenses associated with  the  return  of
     excess Aircraft shall be paid by [*].

      Section  III.3   Sublease  of  the  Aircraft.   As  of  the
Effective   Date,  Mesaba  and  Northwest  (and/or  a   Northwest
Affiliate)  have  entered  into subleases  with  respect  to  the
seventeen  (17) Saab 340B+ aircraft, each with [*] (the "Existing
Saab 340B+ Subleases").  Mesaba and Northwest agree to enter into
(or,  as  to Northwest, Northwest agrees to cause such  Northwest
Affiliate  as Northwest may designate to enter into)  a  Sublease
with  respect  to  (a) the thirteen (13) Saab  340A  aircraft  in
Mesaba's fleet as of the Effective Date, (b) the additional  Saab
340A  and  Saab 340B+ aircraft which are the subject of the  Term
Sheet when and as delivery of each such aircraft is made and  (c)
each other Saab 340 Series aircraft (other than the four (4) Saab
340B  turboprop  aircraft in Mesaba's fleet as of  the  Effective
Date) when, if and as delivery of each such aircraft is made.

      Section III.4  Terms of the Subleases.  Each Sublease shall
have the following terms:

           (a)  with respect to Saab 340B+ and 340B Aircraft, the
     term  of each Sublease shall be for a period ending  on  the
     Termination  Date; and with respect to Saab  340A  Aircraft,
     the  term  of each Sublease shall be for a period ending  on
     the  earlier  of  the Termination Date  or  the  date  which
     corresponds [*] subject to the Sublease; provided,  however,
     no  Sublease shall be for a term longer than the term of the
     applicable head lease;

[*]  Confidential material omitted and filed separately with the Securities 
     and Exchange Commision pursuant for a request for confidential treatment

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          (b)  with respect to Saab 340A Aircraft, the rent shall
     not  exceed [*] per month; and with respect to Saab 340B and
     340B+ Aircraft, the rent shall not exceed [*] per month;

            (c)   the  other  terms  of  the  Sublease  shall  be
     substantially  the same as the terms of the applicable  head
     lease;   provided,  however,  (i)  unless  Northwest  agrees
     otherwise,  each  Sublease  shall  not  contain  any  buyout
     rights,  renewal options, purchase options or other  similar
     rights  or options provided for in the head lease,  (ii)  in
     determining whether certain terms (such as those relating to
     self-insurance  requirements  and  past  due  charges,   for
     example)    are   substantially   similar,   the    relative
     creditworthiness   of   Northwest  and   Mesaba   shall   be
     considered,   and  (iii)  any  events  of   default   and/or
     termination rights shall be the same as those set  forth  in
     the Existing Saab 340B+ Subleases.

           (d)   the  Sublease shall contain such other terms  as
     Northwest  shall request of Mesaba to conform provisions  of
     the  Sublease to the head lease and any ancillary  documents
     actually  entered  into by Northwest  or  its  Affiliate  in
     connection with such Aircraft.

     Section III.5  Aircraft Maintenance, Servicing and Cleaning.
Mesaba  shall  be responsible for all aspects of the maintenance,
servicing  and cleaning of the Aircraft (except for  cleaning  in
Complementary  Service  Cities pursuant to  the  ground  handling
services agreement contemplated by Section 4.6).

      Section  III.6  Related Transfer Arrangements.  All  leases
and  subleases  of  ground support equipment, tooling  and  spare
parts   inventory   agreements  and  vendor  and/or   maintenance
agreements  with  respect to the Aircraft (collectively  "Support
Agreements")  entered  into by Mesaba after  the  Effective  Date
shall be assignable to Northwest without the consent of the other
party  to   such  Support  Agreement on  a  termination  of  this
Agreement.   Mesaba shall assign all such Support  Agreements  to
Northwest  on a termination of this Agreement and shall  use  its
best efforts to obtain the consent of the other party to any such
Support  Agreements  in  effect as of  the  Effective  Date  and,
subject  to  obtaining such consents, if necessary, shall  assign
such  Support  Agreements to Northwest on a termination  of  this
Agreement.  On a termination of this Agreement, Mesaba shall sell
to  Northwest,  and  Northwest shall purchase  from  Mesaba,  all
ground support equipment, tooling and spare parts inventory  then
owned by Mesaba for an amount equal to [*].

      Section III.7  Fuel.  Northwest shall provide to Mesaba the
following administrative services: (i) Northwest's negotiation of
fuel  supply,  fuel storage and into-plane service contracts  for
the Aircraft, (ii) payment of all into-plane and fuel invoices in
respect  of  the  Aircraft,  (iii) monthly  reconciliations  with
respect  to fuel usage, inventory and purchases, and (iv) monthly
reports with respect to fuel usage by station, Aircraft type  and
Aircraft.   Mesaba shall pay to Northwest each month  during  the

[*]  Confidential material omitted and filed separately with the Securities 
     and Exchange Commision pursuant for a request for confidential treatment

<PAGE>

term of this Agreement [*] multiplied by the number of gallons of
aircraft fuel used by Mesaba during such month.  Northwest  shall
bill  Mesaba  on  a monthly basis and payment shall  be  made  in
accordance  with  Section 5.7.  Mesaba shall have  the  right  to
audit  on a semi-annual basis the determination of the number  of
gallons  of  aircraft fuel used and shall report any disputes  to
Northwest.   Any  dispute not reported to  Northwest  in  writing
within thirty (30) days of the conclusion of such audit shall  be
deemed waived.

     Section III.8  Deicing and Glycol.  Mesaba shall provide, at
its  sole expense, all deicing services for its Aircraft  at  the
Hub  Cities  and  the Primary Service Cities and Northwest  shall
provide,   at   its  sole  expense,  all  deicing   services   at
Complementary  Service  Cities.   Northwest  and   Mesaba   shall
negotiate  a  separate agreement whereby Northwest  will  provide
glycol  and back-up deicing services at the Hub Cities to  Mesaba
and  Mesaba  shall  reimburse Northwest on  a  monthly  basis  in
accordance  with Section 5.7 for the Direct Cost of  glycol  used
and  deicing  services provided.  If the amount  of  glycol  used
cannot  be calculated, then such invoices shall reflect estimates
based  on  average  glycol use by Aircraft  type  and  number  of
applications.

                           ARTICLE IV

                     ANCILLARY ARRANGEMENTS

     Section IV.1   Coordination with Mesaba.

           (a)   Schedules and Timetables.  Northwest shall  file
     and   maintain   schedules  with  all  applicable   schedule
     distribution  systems for all Scheduled  Flights,  and  such
     schedules   shall  be  filed  and  maintained  by  Northwest
     together  with  the  schedules for its  flights.   Northwest
     shall  include  and  list  all Scheduled  Flights  providing
     Regional   Airline  Services  in  the  schedule  publication
     program  of  Northwest.  Northwest shall,  at  its  expense,
     furnish  to  Mesaba, an adequate supply of  current  printed
     Northwest  timetables and contracts of  carriage  consistent
     with  Governmental  Regulations  and  Northwest's  timetable
     publication program in Northwest's format and colors for use
     by   Mesaba.   Northwest  shall  include  Scheduled  Flights
     operated  by  Mesaba  in all appropriate flight  information
     systems on which Northwest flights are listed.

           (b)   Travel Privileges.   Northwest and Mesaba  shall
     enter  into  a  separate agreement with  respect  to  travel
     privileges which each shall make available to the  employees
     and  directors  of  the  other.  The terms  of  such  travel
     privileges shall be substantially as set forth on Exhibit  B
     attached hereto.

           (c)  U.S. Weather Bureau Information.  Upon request of
     Mesaba or its flight crews, Northwest shall at its sole cost
     furnish Mesaba such U.S. Weather Bureau information or  data
     as  may  be available to Northwest; provided, however,  that
     neither  Northwest nor its employees will be responsible  or
     liable for the accuracy thereof.  So long as Northwest shall
     maintain  its communications link with the National  Weather

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     Service,    Northwest    shall   provide    the    necessary
     communications  to  permit  Mesaba  to  continue   providing
     weather  data  to  the National Weather Service.   Northwest
     shall  provide any available National Weather  Service  data
     through computer link-up to Mesaba.

      Section  IV.2    Functions Provided by Mesaba.  At  Primary
Service  Cities,  Mesaba  shall employ  its  own  ground  support
equipment  and  personnel  or a contract  agent  to  perform  the
following  functions:  (a)  all  gate  check-in  activities,  (b)
passenger  enplaning/deplaning, (c)  aircraft  loading/unloading,
and (d) passenger ticketing.  At Complementary Service Cities and
the  Hub  Cities,  Mesaba shall use only its  own  personnel  and
equipment   (or,  subject  to  the  execution  of  the  agreement
contemplated by Section 4.6, Northwest's personnel and equipment)
to  perform  the functions described in this Section 4.2,  except
for  (i) passenger ticketing at Complementary Service Cities  and
Hub  Cities  and  (ii) airside busing, sky cap  and  wheel  chair
services at the Hub Cities, [*].

     Section IV.3   Facilities.

          (a)  Hub Cities.  Exhibits C and D hereto set forth the
     facilities to be provided by Northwest to Mesaba at the  Hub
     Cities.  Northwest shall bill to Mesaba and Mesaba agrees to
     pay  to  Northwest  as  rentals the  amounts  calculated  in
     accordance with the formulas contained in Exhibits C and  D.
     In the event Mesaba requires additional facilities at either
     of  the  Hub  Cities  caused by the  expansion  of  Regional
     Airline  Services,  Northwest shall supply  such  necessary,
     additional facilities at no charge to Mesaba.  Northwest and
     Mesaba   agree  that  Northwest  may  relocate   Mesaba   to
     comparable   facilities  contiguous  to   Northwest   leased
     premises,  ramp,  gate and office space, provided  that  (i)
     Northwest pays to Mesaba relocation expenses and unamortized
     improvements expenses, and (ii) the rental costs payable  by
     Mesaba  do  not exceed the amounts calculated in  accordance
     with  the  formulas contained in Exhibits C and D; provided,
     however,  relocation  expenses and  unamortized  improvement
     expenses  associated with Mesaba's move to the new  Midfield
     Terminal  at  DTW  and  its  relocation  within  the   Green
     Concourse at MSP shall be borne [*].
           (b)  Service Cities.  At Complementary Service Cities,
     Northwest shall provide Mesaba with adequate facilities  and
     the parties will endeavor, subject to the legal requirements
     of  the  lessors  at such cities, to enter  into  agreements
     whereby  Mesaba will sublet such facilities from  Northwest.
     The  rentals and/or the formulas for determining rentals for
     subleases  existing as of the Effective Date shall  [*]  and
     the  rentals  and/or related formulas for  future  subleases
     shall  be  mutually  agreed  to  by  Mesaba  and  Northwest.
     Northwest shall cooperate with Mesaba's efforts to become  a
     signatory  carrier  at such airports.   At  Primary  Service
     Cities,  Mesaba shall be solely responsible for all  of  its
     facilities  requirements; provided,  however,  if  Northwest
     leases  facilities at a Primary Service City,  Mesaba  shall
     sublease  such  facilities from Northwest provided  (i)  the
     rentals  with respect to such space do not exceed  [*],  and
     (ii)  the sublease of such facilities does not cause  Mesaba
     to  cease to be a signatory carrier at such Primary  Service
     City.

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           (c)   Passenger Facility Charges.  Northwest shall  be
     responsible  for  the  payment  of  all  passenger  facility
     charges, if any, at all Service Cities and the Hub Cities.

           (d)   Landing  Fees.  Mesaba shall be responsible  for
     landing  fees at all airports to which it provides  Regional
     Airline Services pursuant to this Agreement.
           (e)   Signage.   Subject to Governmental  Regulations,
     Mesaba shall display at all ticketing and check-in locations
     such signage or other forms of advertisement to identify and
     promote  Northwest's service as Northwest may specify.   All
     signage  utilizing the Identification shall be  provided  by
     Northwest  at  its  expense and shall  be  the  property  of
     Northwest.

      Section  IV.4   Data Communications.  Mesaba shall  pay  to
Northwest monthly an amount not to exceed Northwest's Direct Cost
for   telephone  data  circuit  lines  to  all  Service   Cities.
Northwest shall provide at Primary Service Cities and Hub Cities,
at  its  sole  expense, to Mesaba the use of computer reservation
terminals, printers and modems, including hardware, software  and
maintenance support for such equipment.

       Section  IV.5    Security.   As  of  the  Effective  Date,
Northwest has provided for Mesaba's use the security equipment in
place at  all existing Primary Service Cities and the Hub Cities.
Northwest  agrees  to provide, at Northwest's sole  expense,  for
Mesaba's use at all new Primary Service Cities the same  type  of
security  equipment.  Any additional security equipment  required
due  to  future  Governmental Regulations shall  be  provided  by
Mesaba  at  its sole expense, except at the Hub Cities  at  which
Northwest shall provide any such additional security equipment at
its expense.  Mesaba agrees to pay: (i) at Primary Service Cities
all or its allocated share of all maintenance expenses associated
with all security equipment and to pay all or its allocated share
of  all  personnel expenses (including overtime) associated  with
the  operation of the equipment and all airport security  related
functions, including, without limitation, passenger screening and
activities related to security directives imposed by Governmental
Regulations;  (ii) at Complementary Service Cities its  allocated
share  of  all such maintenance and personnel expenses (including
overtime);  and (iii) at the Hub Cities, all of such  maintenance
and  personnel expenses (including overtime) associated with  the
security  equipment  and  passenger  screening  at  the  regional
terminals.
      Section IV.6   Ground Handling Agreement.  Subject  to  the
execution  of  a  separate  ground handling  services  agreement,
Northwest agrees to provide ground handling services specified in
Section 4.2 to Mesaba at all Complementary Service Cities at  the
rate  of  [*].   Such rates shall be adjusted  each  April  1  by
increasing  such rates by the percent increase, if  any,  in  the
PPI,  which  increase  occurred during the immediately  preceding
twelve  month period; but in no event shall an annual  adjustment
result in an increase of more than [*].  Mesaba shall at its sole
expense  provide to Northwest any specialized equipment necessary
to handle the Aircraft.

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     Section IV.7   Reservation Services. During the term of this
Agreement, Northwest personnel shall handle, at its sole expense,
reservations  for all passenger air transportation  on  Scheduled
Flights operated pursuant to this Agreement.  Reservations  shall
be  handled in the same manner and subject to the same  standards
utilized by Northwest for its own reservations.  All reservations
shall  be made in the name of Northwest unless otherwise required
by Governmental Regulations.

     Section IV.8   Ticketing Services and Ticketing Procedures.

           (a)   Ticketing  Services.  At all  of  its  ticketing
     locations,  Northwest shall, [*], sell, issue  and  exchange
     tickets  for  passenger air transportation on all  Scheduled
     Flights  to be operated pursuant to this Agreement utilizing
     Northwest  ticket  stock  and all related  accounting  forms
     printed with the Northwest logo, name and format ("Northwest
     Tickets");  and  at  all of its ticketing locations,  Mesaba
     shall  sell,  issue  and  exchange  Northwest  Tickets   for
     passenger air transportation on all Scheduled Flights to  be
     operated  pursuant to this Agreement and to be  provided  by
     and  over  the routes of Northwest (collectively, "Ticketing
     Services").  Tickets may also be issued by air carriers  and
     other  agencies  other  than  Northwest  for  travel  to  be
     performed by Mesaba.

          (b)  Ticketing Procedures.  The procedures followed and
     standards  applied by Northwest in performing the  Ticketing
     Services  shall  conform in all respects to Northwest's  own
     procedures   and  standards.   Mesaba  employees  performing
     Ticketing  Services  shall adhere to Northwest's  procedures
     and standards.

           (c)   Frequent Flyer Program.  Mesaba agrees to accept
     Northwest  frequent  flyer tickets.  All  travel  under  the
     frequent  flyer  program solely on Mesaba  shall  entitle  a
     passenger  to  such  credit as shall be  equivalent  to  the
     credit offered on Northwest for comparable mileage segments.

           (d)   Supplies.   Northwest  shall,  [*],  provide  an
     adequate  supply  of  ticket office  forms  and  specialized
     supplies  (such as baggage tags but excluding normal  office
     supplies such as paper, stationery, envelopes, memo pads and
     the  like)  identified  with Northwest's  logo  for  use  by
     Mesaba.

           (e)   Ticketing Costs.  All travel agency  commissions
     attributable to Scheduled Flights shall be [*].   [*]  shall
     pay  all computer reservation system fees and net ticket  or
     fees attributable to passengers on Scheduled Flights.  [*].

     Section IV.9   Baggage Handling Services.  "Baggage Handling
Services" shall consist of the following:

           (a)   At all Complementary and Hub Cities, Mesaba  and
     Northwest  shall exchange and transfer baggage in accordance
     with  procedures  to be mutually agreed upon  and  generally
     utilized by the parties.

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          (b)  The procedures utilized in performing such Baggage
     Handling   Services  shall  conform  in  all   respects   to
     Northwest's  own  standards and  procedures  as  adapted  to
     Mesaba's Aircraft and operations.

           (c)  For purposes of claims, Mesaba will be treated as
     if  it  were  a  party  to standard industry  ticketing  and
     baggage  agreements with Northwest and other  air  carriers.
     Mesaba  will make available at the request of any  passenger
     excess valuation insurance, if any, offered by Northwest  to
     the  extent  such  insurance  covers  Mesaba's  flights  and
     Northwest's flights.

      Section  IV.10   Air Cargo Handling Services.   "Air  Cargo
Handling Services" shall consist of the following:

           (a)   At  each  location at which  Northwest  operates
     Ticketing Services, Northwest shall [*] accept Air Cargo for
     and  on  behalf  of  Mesaba for shipment on  flights  to  be
     operated  by  and  over the routes of Mesaba  or  Northwest.
     Northwest  shall issue air waybills for Mesaba covering  Air
     Cargo  and  shall  prepare a "transfer  manifest"  for  each
     Mesaba  flight on which there shall be an Air Cargo shipment
     which transfer manifest shall set forth all Air Cargo to  be
     carried on the flight.

           (b)   Mesaba shall provide Air Cargo handling services
     to  Northwest  at Mesaba's ticketing locations  for  and  on
     behalf  of Northwest for flights to be operated by and  over
     the  routes  of  Mesaba  and Northwest  in  accordance  with
     Northwest's procedures and standards.

           (c)  For Air Cargo carried on both a Mesaba flight and
     Northwest flight, Mesaba and Northwest shall charge rates in
     accordance  with Northwest's applicable rates  and  tariffs;
     such  revenues shall be [*].  Mesaba, in its discretion  may
     establish charges for Air Cargo service in markets where the
     Air Cargo is carried solely on Mesaba and revenues from such
     Air Cargo shall be retained by Mesaba.

           (d)  For purposes of claims, Mesaba will be treated as
     if  it  were  a  party  to standard industry  ticketing  and
     baggage agreements with Northwest and other air carriers.

           (e)   Northwest  shall, at its  sole  expense,  supply
     Mesaba with all necessary Air Cargo forms and supplies in an
     agreed   upon  form  with  the  Northwest  logo  and   name.
     Northwest and Mesaba shall utilize such forms when accepting
     Air Cargo for transport on Mesaba's flights.

      Section IV.11  Marketing Position.  Mesaba shall employ one
incremental  full-time  marketing support  person  whose  primary
function  will  be  to  maximize passenger revenue  for  Regional
Airline  Services (the "Sales Manager").  The Sales Manager  must
successfully complete the Northwest sales training  course.   The
duties for the Sales Manager shall include, but not to be limited

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to,   attending   press  release  functions,   city   promotional
activities,   coordinating  travel  agency   functions,   working
directly  with the Northwest sales force to coordinate  effective
Regional Airline Services marketing and sales plans and providing
monthly  sales  reports to Northwest.  Mesaba shall  provide  the
Sales   Manager   with  adequate  office  space  and   equipment,
administrative  support  and staff to  perform  these  functions.
[*].
      Section  IV.12  Use of Comat.  Northwest and  Mesaba  shall
each  provide to the other, at no cost to the other and on a non-
discriminatory basis, access to its respective Comat  system  for
the  movement  and  acquisition of priority aircraft  maintenance
parts and other company material.  Northwest's failure to deliver
timely  a maintenance component via COMAT shall not be considered
a  Northwest caused delay for purposes of calculating the on-time
performance  and  completion  factors.   All  access   shall   be
consistent  with  Northwest's and Mesaba's  respective  published
Comat procedures and policies, as amended from time to time.


                           ARTICLE V

                   REVENUES; PAYMENTS; SETOFF

      Section  V.1    Revenues.  Mesaba acknowledges  and  agrees
that  all  revenues  resulting from  the  sale  and  issuance  of
passenger  tickets associated with the operation of the  Aircraft
and all other sources of revenue associated with the operation of
the  Aircraft are the sole property of Northwest, except  revenue
in  respect  of (a) beverage services and nonrevenue pass  travel
which  shall be the property of Mesaba and (b) Air Cargo Handling
Services  which  shall  be  divided in  accordance  with  Section
4.10(c).   Northwest hereby appoints Mesaba  as  its  agent,  and
Mesaba  hereby agrees to act as Northwest's agent, at all  Mesaba
ticketing  locations in connection with the sale and issuance  of
all  passenger tickets and airway bills by Mesaba  and  with  the
same duties owed to Northwest in that capacity as is customary in
the  industry  between airlines.  Mesaba agrees  to  observe  all
Northwest procedures and standards applicable to the issuance  of
tickets, to the collection and remittance of the proceeds of such
sales.   Nothing in this Section 5.1 shall be deemed to alter  or
conflict with the provisions of Section 9.1 hereof.

     Section V.2    ASM/Passenger Payment to Mesaba.

           (a)   ASM/Passenger Reports.  Mesaba shall provide  to
     Northwest  periodic reports with respect to  the  number  of
     actual, completed ASMs and enplaned revenue passengers (each
     in  respect of Regional Airline Services) in accordance with
     the  following  schedule in each calendar month  during  the
     term of this Agreement:

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     DAY OF MONTH REPORT DUE  PERIOD COVERED BY REPORT

          22                       1ST - 15TH OF MONTH

           7                       COMPLETE PREVIOUS MONTH

          (b)  Payment Schedule.  Northwest shall remit to Mesaba
     by wire transfer of immediately available funds by the close
     of  business on the 26th day of each calendar month (or  the
     next  banking  day  if  the 26th is a bank  holiday),  as  a
     provisional payment, Mesaba's ASM/Passenger Payment for  the
     period  covered  by  the ASM/Passenger Report  furnished  by
     Mesaba on the 22nd day of the month.  Northwest shall  remit
     to Mesaba by wire transfer of immediately available funds by
     the  close of business on the 11th day of each month (or the
     next  banking day if the 11th is a bank holiday), as a final
     payment,  Mesaba's ASM/Passenger Payment for  the  preceding
     month,  less the amount of the provisional payment  made  on
     the  26th day of the preceding month.  For purposes of  this
     Section  5.2, Mesaba's ASM/Passenger Payment for any  period
     will  be equal to [*].  Adjustments arising from Northwest's
     audit  of the ASM/Passenger Report may be made within forty-
     five (45) days following the end of each month.

           (c)  Destination By Other Means.  If Mesaba transports
     a  revenue  passenger to his or her destination  by  another
     means (bus, train, taxi, etc.) due to a flight cancellation,
     Northwest  shall  reimburse Mesaba for  [*].   Mesaba  shall
     include  such  reimbursement request  in  its  ASM/Passenger
     Report  pursuant  to  Section  5.2(a)  and  payment  of  the
     reimbursement  amount shall be included with the  next  wire
     transfer  in  accordance with Section 5.2(b).  Mesaba  shall
     use  its  best  efforts  to minimize the  transportation  of
     passengers   by   other  means  and  the  costs   associated
     therewith.

     Section V.3    ASM and [*].  [*].

     Section V.4    Weather Related Adjustment.  [*].

      Section  V.5    Incentives and Penalties.  Mesaba shall  be
subject to certain performance incentives and penalties described
in  Sections  5.5(a),  5.5(b), 5.5(c),  5.5(d),  5.5(e),  5.5(f),
5.5(g)  and 5.5(i) ("Performance Criteria") which shall be  added
to or deducted from the ASM/Passenger Payment.  If Mesaba exceeds
any  operational criterion an incentive payment shall be made  by
Northwest.  If Mesaba does not achieve the performance criterion,
then  a penalty shall be charged against amounts owing to Mesaba.
Any  incentive payment or penalty charge incurred by  meeting  or
failing  to meet Performance Criteria shall be made in  the  wire
transfer  due  on the 26th day of the second month following  the
end  of  the  Performance Period in question pursuant to  Section
5.2(b).

           (a)  Completion Factor.  If Mesaba's completion factor
     (calculated in accordance with Section 2.10(a)) is less than
     [*]  for a Performance Period, Northwest shall receive  from

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     Mesaba  [*]  during the applicable Performance  Period.   If
     Mesaba's  completion  factor  is  greater  than  [*]  for  a
     Performance Period, Northwest shall pay to Mesaba [*] during
     the   applicable   Performance  Period,  and   if   Mesaba's
     completion  factor is greater than [*] for such  Performance
     Period, Northwest shall also pay to Mesaba an additional [*]
     during such Performance Period.

            (b)   On-Time  Factor   If  Mesaba's  on-time  factor
     (calculated in accordance with Section 2.10(b)) is less than
     [*]  for a Performance Period, Northwest shall receive  from
     Mesaba  [*]  during the applicable Performance  Period.   If
     Mesaba's   on-time  factor  is  greater  than  [*]   for   a
     Performance Period, Northwest shall pay to Mesaba [*] during
     the  applicable Performance Period, and if Mesaba's  on-time
     factor  is  greater  than [*] for such  Performance  Period,
     Northwest shall also pay to Mesaba an additional [*]  during
     such Performance Period.

          (c)  Mishandled Luggage Factor.  If Mesaba's incidences
     of mishandled luggage (calculated in accordance with Section
     2.10(c))  is  greater  than [*] per 1,000  enplaned  revenue
     passengers for a Performance Period, Northwest shall receive
     from  Mesaba  [*] during the applicable Performance  Period.
     If  Mesaba's incidences of mishandled luggage is  less  than
     [*]  per 1,000 enplaned revenue passengers for a Performance
     Period,  Northwest  shall  pay  to  Mesaba  [*]  during  the
     applicable Performance Period, and if Mesaba's incidences of
     mishandled luggage is less than [*] per 1,000 passengers for
     such  Performance Period, Northwest shall also pay to Mesaba
     additional [*] during such Performance Period.

          (d)  Customer Complaints Factor.  If Mesaba's number of
     customer  complaints (calculated in accordance with  Section
     2.10(d))  is  greater  than [*] per 1,000  enplaned  revenue
     passengers for a Performance Period, Northwest shall receive
     from  Mesaba  [*] during the applicable Performance  Period.
     If  Mesaba's number of customer complaints is less than  [*]
     per  1,000  enplaned  revenue passengers,  and  if  Mesaba's
     number  of  customer complaints is less than [*]  per  1,000
     enplaned  revenue  passengers for such  Performance  Period,
     Northwest shall also pay to Mesaba an additional [*]  during
     such Performance Period.

           (e)   Operational Oversales Factor.  If the number  of
     denied  boardings  by  Mesaba due to  operational  oversales
     (calculated in accordance with Section 2.10(e))  is  greater
     than  [*]  per  1,000  enplaned  revenue  passengers  for  a
     Performance Period, Northwest shall receive from Mesaba  [*]
     during the applicable Performance Period.  If the number  of
     denied  boardings by Mesaba due to operational oversales  is
     less  than [*] per 1,000 enplaned revenue passengers  for  a
     Performance  Period, Northwest shall pay to Mesaba  [*]  for
     such Performance Period.

           (f)  Average Denied Boarding Compensation Factor.   If
     Mesaba's  average  denied boarding compensation  is  greater
     than  [*] for a Performance Period, Northwest shall  receive
     from  Mesaba  [*] during the applicable Performance  Period.

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     If  Mesaba's  average denied boarding compensation  is  less
     than  [*],   Northwest  shall pay to  Mesaba  [*]  for  such
     Performance Period.  [*]

          (g)  Involuntary Denied Boarding Factor.  If the number
     of  involuntary denied boardings by Mesaba is  greater  than
     [*]  per  1,000 enplaned revenue passengers for  [*]  or  if
     thereafter  the  number of involuntary denied  boardings  by
     Mesaba  is  greater  than  [*] per  1,000  enplaned  revenue
     passengers for any [*], Northwest shall receive from  Mesaba
     [*] during the applicable Performance Period.  If the number
     of  involuntary denied boardings by Mesaba is less then  [*]
     per  1,000  enplaned revenue passengers  for  a  Performance
     Period,   Northwest  shall  pay  to  Mesaba  [*]  for   such
     Performance Period.

          (h)  Reconciliation of Performance Standards.  For each
     Performance   Period,   (i)   Mesaba   shall    prepare    a
     reconciliation  of its actual performance  to  the  targeted
     performance with respect to its completion factor and its on-
     time   factor   and   (ii)   Northwest   shall   prepare   a
     reconciliation  of Mesaba's actual performance  to  targeted
     performance   with   respect  to  Mesaba's   incidences   of
     mishandled  luggage, its number of customer complaints,  its
     number of denied boardings due to operational oversales, its
     average  denied boarding compensation factor and its  number
     of  involuntary denied boardings.  Such reconciliations will
     be  completed and delivered to the other within thirty  (30)
     days  after  the end of each Performance Period.   Northwest
     and  Mesaba  will have the right to audit the reconciliation
     prepared by the other and shall report any discrepancies  to
     the  other.  Any discrepancy not reported in writing  within
     sixty  (60) days of the end of any Performance Period  shall
     be  deemed  waived.   The payment of  any  discrepancy  from
     Mesaba  shall be handled as a disputed amount in  accordance
     with Section 5.7.

           (i)  Additional Performance Criteria.  During the term
     of  this  Agreement, Northwest may propose other performance
     criteria for Mesaba's operations pursuant to this Agreement.
     The  parties agree that they will meet upon the introduction
     of   such   additional  performance  goals  for  Northwest's
     operations,  to  develop  similar  performance  targets  for
     Mesaba,  taking into account the differences  in  operations
     between  the  two  companies,  and  shall  use  their   best
     commercially  reasonable efforts  to  develop  a  system  of
     incentives  and  penalties  for  Mesaba's  performance  with
     respect  thereto in a manner consistent with the performance
     standards agreed to herein.

     Section V.6    Annual Payments with Respect to [*].

           (a)   Calculation of [*].  Not later than ninety  (90)
     days  following the end of each fiscal year of Mesaba ending
     during  the  term of this Agreement, Mesaba shall  calculate
     and deliver to Northwest its [*].

           (b)  [*]  If the [*] for such fiscal year is less than
     the  applicable [*], Northwest shall receive from Mesaba  an
     amount determined as follows:

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     [*]

           (c)   [*]   If the [*] is greater than [*],  Northwest
     shall receive from Mesaba an amount determined as follows:

     [*]

           (d)   Audit of [*]  Northwest shall have the right  to
     audit  the calculation of [*] and shall report any  disputes
     to  Mesaba.   Any dispute not reported to Mesaba in  writing
     within  thirty  (30)  days of the  receipt  of  the  [*]  by
     Northwest shall be deemed waived.  The payment in respect of
     any  dispute  shall  be  handled as  a  disputed  amount  in
     accordance with Section 5.7.

          (e)  Calculations with Respect to Fiscal 1998.  For the
     fiscal  year ending March 31, 1998, [*] shall be  calculated
     with  respect  to the twelve month period ending  March  31,
     1998 (which shall include the three month period immediately
     preceding  the  Effective Date), and for  purposes  of  such
     calculations a [*] shall be calculated for such three  month
     period  (i) in accordance with Section 5.3(c) as if  Section
     5.3(c)  were in effect during such period and (ii)  assuming
     [*] for such purposes equals [*].

      Section V.7    Billing.  Northwest shall bill Mesaba  on  a
monthly  basis in respect of amounts owed to Northwest by  Mesaba
under  this  Agreement.  If such billed items  are  not  paid  by
Mesaba to Northwest or disputed by Mesaba within thirty (30) days
of  the statement date, Northwest may offset the aggregate amount
of  undisputed  items  against the next scheduled  wire  transfer
pursuant  to Section 5.2(b).  Disputed amounts must  be  paid  by
Mesaba  to Northwest when the dispute is resolved, provided  that
Northwest may set off such amount against the next scheduled wire
transfer  pursuant  to  Section 5.2(b) if the  formerly  disputed
amount   is  not  paid  within  seven  (7)  days  of  resolution.
Northwest  may  also  offset  against  the  next  scheduled  wire
transfer  pursuant  to  Section 5.2(b) the  amount  of  any  rent
payment  under  any Sublease with respect to which  Mesaba  shall
have  defaulted  and  shall  have  failed  to  cure  before   the
expiration of any applicable grace period.

     Section V.8    Credit Card Chargebacks.

          (a)  Mesaba shall be billed for credit card chargebacks
     resulting   from  Mesaba's  noncompliance  with  Northwest's
     credit  card  acceptance procedures.  Northwest shall  apply
     the  same  chargeback procedures and standards to Mesaba  as
     applied to Northwest by Northwest's credit card contractors.
     Northwest shall furnish Mesaba with copies of all agreements
     with its credit card contractors.

           (b)   With  respect  to all credit card  charge  forms
     returned  to  Mesaba  by Northwest, Northwest  will  furnish
     Mesaba  with  a complete written explanation of  the  reason
     therefor accompanied by relevant documentation received from
     the credit card issuer or credit card holder.

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            (c)  Upon receipt of a chargeback, Mesaba shall have a
     reasonable  period of time, but not to exceed  60  days,  to
     review  the  validity  of  the chargeback  notice.   If  the
     chargeback  is  valid (within the scope of the circumstances
     for the chargeback), Mesaba shall remit to Northwest a gross
     amount  equal  to  such credit card  charge  form.   If,  in
     Mesaba's  good faith opinion, the chargeback is  not  valid,
     Mesaba will so notify Northwest and provide Northwest with a
     complete  written  explanation of the  transaction  together
     with  any necessary supporting documentation within the  60-
     day period.

            (d)    All  revisions  to  Northwest's  credit   card
     procedures  must  be  in writing and must  be  submitted  to
     Mesaba at least 30 days in advance of the effective date  of
     such  procedures  or  such shorter  notification  period  as
     Northwest  may utilize in notifying its own personnel.   All
     warning  notices  must be current and  stored  in  Northwest
     computerized reservation credit card credit check system and
     accessible to Mesaba on the transaction date.


                           ARTICLE VI

        REPORTING OBLIGATIONS, AUDITING AND INSPECTIONS

     Section VI.1   Reporting Obligations.

           (a)   Certain Notices to Northwest.  Mesaba shall give
     prompt  written  notice to Northwest of (a)  any  litigation
     involving an uninsured claim of more than $1,000,000 against
     Mesaba,  (b)  any proceeding before any governmental  agency
     which,   if  adversely  determined,  would  materially   and
     adversely  affect  Mesaba's  financial  condition,  affairs,
     operations  or prospects, (c) any other matter  which  would
     materially  and  adversely affect the  financial  condition,
     affairs, operations or prospects of Mesaba or its ability to
     perform  its obligations under this Agreement, and  (d)  any
     proposed  capital  expenditures  in  excess  of  $1,000,000.
     Mesaba  shall  also report to Northwest not later  than  the
     last  day  of  each month its completion factor and  on-time
     factor for the prior month.

           (b)   Financial and Reporting Covenants.  Mesaba shall
     provide  to  Northwest  promptly  following  the  filing  or
     providing   thereof  copies  of  all  financial   statement,
     reports, notices and proxy statements filed with or provided
     to the Securities and Exchange Commission by Mesaba.  Mesaba
     shall  also  promptly  provide to Northwest  notice  of  and
     adequate  information regarding any material  weaknesses  or
     reportable  conditions  noted  in  any  management   letters
     received  by  Mesaba  from  its  independent  auditors   and
     Mesaba's responses thereto.

          (c)  Certain Notices to Mesaba.  Northwest shall report
     to  Mesaba  not  later than the last day of each  month  the
     number  of  incidences of mishandled luggage, the number  of
     customer complaints, the number of denied boardings  due  to
     operational oversales, the average amount of denied boarding

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     compensation for Scheduled Flights, the [*] and  the  number
     of  involuntary  denied boardings during  the  prior  month.
     Northwest shall give prompt written notice to Mesaba of  any
     litigation or proceeding before any governmental  agency  or
     any other matter, including Governmental Regulations, which,
     if  adversely determined, would materially adversely  affect
     Northwest's  ability to perform its obligations  under  this
     Agreement.

     Section VI.2   Audits.

           (a)   Compliance  Audits.  Upon the  reasonable  prior
     written  request by Northwest made not more frequently  than
     once  every twelve (12) months, Mesaba shall make  available
     its books and the books of Holdings and all other direct and
     indirect  subsidiaries  of Holdings,  and  records  for  its
     operations  with  respect  to this Agreement  available  for
     inspection by Northwest. Northwest shall also be entitled to
     make  copies  and  notes  of such information  as  it  deems
     necessary  and to discuss such records and the finances  and
     accounts of Mesaba with its Chief Financial Officer or other
     employee  or  agent  of  Mesaba  knowledgeable  about   such
     records.

           (b)  Inventory Audits.  At the end of each fiscal year
     during  the  term  of this Agreement, Mesaba  and  Northwest
     shall  conduct an annual inventory audit of all spare parts,
     tooling and ground support equipment owned by Northwest  and
     leased  to  Mesaba  or owned by Northwest  and  supplied  to
     Mesaba.  Such audit shall tabulate the quantity and type  of
     all  spare  parts  and  ground support  equipment  including
     recognition  of  spare  parts and ground  support  equipment
     which were scrapped in the preceding year. Such audit,  when
     completed and agreed to by both parties, shall be final.

      Section VI.3   Inspections.  Northwest shall be entitled to
conduct  on-site  observations  of  Mesaba's  in-flight  service,
flight, maintenance, technical operations, gate-check in service,
ground  operations,  Aircraft cleaning  and  any  and  all  other
services and operations performed under this Agreement to monitor
Mesaba's  operations in the same manner as similar functions  are
evaluated at Northwest. The purpose of such inspections shall  be
to  determine  Mesaba's  compliance with applicable  Governmental
Regulations,  state  and  local  laws,  equipment  manufacturer's
instructions  and  the standards established by  this  Agreement.
Mesaba's  operation  will  be evaluated  according  to  the  same
standard as Northwest taking into account the differences in size
and  operational  capabilities between the  two  airlines.   Such
inspections  may  be  announced  or  unannounced,  but  under  no
circumstances shall they interfere with the operation of Mesaba's
business.   Northwest  shall report  the  findings  of  any  such
inspection to Mesaba in writing.  Mesaba shall provide  a  timely
written response detailing a plan of corrective action to  remedy
any deficiencies noted in an inspection.  If any deficiency comes
to  the  attention of Mesaba through audits or any  other  means,
Mesaba shall take immediate corrective action.

      Section  VI.4    Confidentiality.  Each  of  Northwest  and
Mesaba  agrees that, except as otherwise required by Governmental
Regulations or any other applicable law, it shall not disclose to

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others  and  shall keep confidential the terms of this  Agreement
and any confidential, non-public information concerning the other
that it obtains as a result of or pursuant to this Agreement.


                          ARTICLE VII

                    NORTHWEST IDENTIFICATION

      Section  VII.1   Use  of Identification.   Northwest  shall
establish  and  maintain an Identification  for  its  program  of
affiliation with Mesaba for Regional Airline Services and  Mesaba
is  granted  the  right  to use such Identification  pursuant  to
Section  2.2 and this Article VII.  From time to time,  Northwest
may   change  the  Identification  applicable  to  the   program,
including  program  designation and trademark.   Northwest  shall
have  complete discretion to change the Identification applicable
to  the program.  Such substitute Identification shall be used by
Mesaba in lieu of any prior name to identify Mesaba's association
with  the  program.   If  Northwest changes  the  Identification,
Mesaba  shall,  as soon as practicable make such changes  as  are
requested by Northwest to utilize the new name of the program and
Northwest shall be liable for the reasonable expenses incurred by
Mesaba in making such changes.

      Section  VII.2   Ownership of the  Identification.   Mesaba
hereby   acknowledges   Northwest's  ownership   of   the   names
"Northwest"    and   "Northwest   Airlink"   and   all    related
Identification  and  further acknowledges  the  validity  of  the
Identification.  Mesaba agrees that it will not do anything which
in  any  way  infringes  or abridges Northwest's  rights  in  the
Identification or directly or indirectly challenges the  validity
of the Identification.

      Section  VII.3  Nonexclusive License.  To the  extent  that
Mesaba  is licensed to use the Identification in accordance  with
this  Agreement, Mesaba will use such Identification  only  in  a
manner permitted by Northwest or in conjunction with the services
specifically  contemplated by this Agreement.   Nothing  in  this
Agreement shall be construed to abridge Northwest's right to  use
and/or  to  license  the  Identification,  and  Northwest  hereby
reserves   the   right  to  the  continued   use   of   all   the
Identification, to license such other uses of the  Identification
and  to  enter into such agreements with other carriers providing
for  arrangements similar to those with Mesaba as  Northwest  may
desire.   No  term  or  provision  of  this  Agreement  shall  be
construed  to  preclude  the  use  of  the  trademark  "Northwest
Airlink"  or other mark as a trademark of an affiliation  program
with  Northwest  or the use of any other Northwest Identification
by   other  individuals  or  corporations  not  covered  by  this
Agreement.

      Section  VII.4   Revocation of License Upon Termination  of
Agreement.   Should  this  Agreement  be  canceled  or  otherwise
terminated  for  any reason, all right to use the  Identification
provided Mesaba hereby shall immediately revert to Northwest and,
except  as  otherwise permitted under the Regional  Jet  Services
Agreement or any successor thereto, shall not thereafter be  used
by  Mesaba  in connection with any operations of Mesaba.   Mesaba

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shall,  in  such event, promptly, but in any event within  ninety
(90)  days  (one  hundred twenty (120) days with respect  to  any
distinctive  color scheme), take such action as may be  necessary
to  change  its facilities, equipment, uniforms and  supplies  to
avoid  any  customer confusion or the appearance that  Mesaba  is
continuing to have an operating relationship with Northwest.

      Section VII.5  Alteration or Amendment of License.  At  any
time  during  the life of the Agreement, Northwest may  alter  or
amend  the  license to use the Identification granted under  this
Agreement   so  long  as  Mesaba's  rights  hereunder   are   not
diminished,  and may, subject to Section 7.1, require  Mesaba  to
use new or different Northwest Identification.


                          ARTICLE VIII

                         TAXES AND FEES

      Section VIII.1 Taxes and Fees.  Mesaba shall be liable  for
and shall pay to Northwest the amount of any taxes, license fees,
assessments,  and other charges, together with any  interest  and
penalties  thereon,  in any manner levied, assessed,  or  imposed
upon  Northwest by any federal, state, or local taxing or airport
authority, but excluding any amount due with respect to income or
similar  taxes, as a result of or attributable to its performance
of  services  to  and  for  Mesaba pursuant  to  this  Agreement.
Notwithstanding the foregoing, Mesaba may, in good faith, protest
or  otherwise contest judicially or administratively in its  name
or   in  Northwest's  name,  at  its  expense,  the  validity  or
applicability   of  any  such  additional  or  increased   taxes,
licenses, license fees, assessments, and other charges  and  such
payments  to  Northwest shall not be due until  such  protest  is
decided  with  finality or if early payment is required,  at  the
time such payment is actually made.

      Section  VIII.2  Ticket Tax.  All taxes  imposed  upon  the
transportation  of  persons by air under  Internal  Revenue  Code
Section  4261,  as  of  the  Effective Date  or  as  subsequently
amended, shall be for Northwest's account.


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                           ARTICLE IX

            LIABILITY, INDEMNIFICATION AND INSURANCE

     Section IX.1   Independent Contractor.

           (a)   Except  for  the  limited purpose  described  in
     Section  5.1  hereof,  Mesaba shall act  as  an  independent
     contractor.    The  employees,  agents  and/or   independent
     contractors  of  Mesaba  engaged in performing  any  of  the
     services  Mesaba  is obligated to perform pursuant  to  this
     Agreement   shall  be  employees,  agents  and   independent
     contractors  of  Mesaba  for  all  purposes  and  under   no
     circumstances   shall  employees,  agents   or   independent
     contractors of Mesaba be deemed to be employees,  agents  or
     independent  contractors  of  Northwest.   Except  for   the
     limited  purpose  described in Section 5.1  hereof,  in  its
     performance  of  obligations under  this  Agreement,  Mesaba
     shall  act,  for all purposes, as an independent  contractor
     and not as an agent for Northwest.  Northwest shall have  no
     supervisory power or control over any employees,  agents  or
     independent contractors engaged by Mesaba in connection with
     Mesaba's performance of its obligations hereunder,  and  all
     complaints or requested changes in procedure shall,  in  all
     events,   be   transmitted  by  Northwest  to  a  designated
     representative  of  Mesaba.   Nothing  contained   in   this
     Agreement is intended to limit or condition Mesaba's control
     over its operation or the conduct of its business as an  air
     carrier,  and  Mesaba assumes all risks of financial  losses
     which  may result from the operation of the air services  to
     be provided by Mesaba hereunder.

           (b)  Northwest shall act as an independent contractor.
     The  employees,  agents  and/or independent  contractors  of
     Northwest   engaged  in  performing  any  of  the   services
     Northwest is to perform pursuant to this Agreement shall  be
     employees,  agents and independent contractors of  Northwest
     for all purposes and under no circumstances shall employees,
     agents and independent contractors of Northwest be deemed to
     be  employees, agents or independent contractors of  Mesaba.
     In   performing   its  obligations  under  this   Agreement,
     Northwest  shall  act, for all purposes, as  an  independent
     contractor  and  not as an agent for Mesaba.   Mesaba  shall
     have  no  supervisory power or control over  any  employees,
     agents  or  independent contractors engaged by Northwest  in
     connection   with   the  performance  of   its   obligations
     hereunder,  and  all  complaints  or  requested  changes  in
     procedure shall, in all events, be transmitted by Mesaba  to
     a designated representative of Northwest.  Nothing contained
     in   this  Agreement  is  intended  to  limit  or  condition
     Northwest's control over its operation or the conduct of its
     business as an air carrier.

      Section  IX.2   Indemnification.  Each party  assumes  full
responsibility  for any and all liability to  its  own  officers,
employees or agents on account of injury or death resulting  from
or  sustained  in  the  performance of their respective  services
under  this  Agreement.   Each  party  shall  indemnify,  defend,
protect,  save  and hold harmless the other party, its  officers,
employees,  and agents from and against any and all  liabilities,
claims,  demands, suits, judgments, damages and losses (including
the costs, fees and expenses in connection therewith and incident

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thereto) brought against the other party, its officers, employees
or  agents  by  or on behalf of any other person,  by  reason  of
damage  to  or  destruction of property of any  such  person,  or
injury  to or death of such person, caused by or arising  out  of
any  act  or  omission by the indemnifying party occurring  while
this  Agreement  is  in effect.  Notwithstanding  the  foregoing,
neither  party  shall be liable for indemnifying  the  other  for
claims  of  third  parties if caused by the gross  negligence  or
wilful misconduct of the other.  Each party shall give the  other
party prompt and timely notice if it has actual knowledge of  any
claim  made or suit instituted against the other party  which  in
any way results in indemnification hereunder, and the other party
shall  have the right to compromise or participate in the defense
of  such  claim  or suit to the extent of its own interest.   The
obligations  of  Mesaba  and Northwest under  the  indemnity  and
insurance provisions contained herein shall remain in effect  and
shall   survive  without  limitation  the  termination  of   this
Agreement with respect to any occurrence or claims arising during
the term of or in connection with this Agreement.

     Section IX.3   Insurance.

          (a)  Mesaba agrees, at its sole expense, to maintain in
     full force and effect the following insurance coverages with
     respect to Regional Airline Services:

                 (1)    Workers'  compensation  and  occupational
     disease insurance, subject to the laws of the states wherein
     this  Agreement  is  being performed.  Such  coverage  shall
     include  employers liability insurance up to a limit  of  at
     least [*].

                (2)   Comprehensive airline and  property  damage
     liability  insurance  with  limits  of  not  less  than  [*]
     combined  single  limit per occurrence, including,  but  not
     limited  to, aircraft liability, passenger legal  liability,
     premises  and  property  damage  liability,  hangar  keepers
     liability  and baggage and cargo liability.  Such  insurance
     shall   include   endorsements  for  personal   injury   and
     contractual liability.

               (3)  All risk hull insurance on the Aircraft.

           (b)   Prior  to  the commencement of Regional  Airline
     Services  under  this Agreement, Certificates  of  Insurance
     shall  be delivered to Northwest evidencing compliance  with
     the  insurance terms of this Agreement.  All  of  the  above
     insurance  shall be written through a company  or  companies
     reasonably  satisfactory to Northwest, and the  Certificates
     of  Insurance  shall  be  of  a  type  that  unconditionally
     obligates  the  insurer to notify Northwest  in  writing  at
     least  thirty (30) days in advance of the effective date  in
     the  event of any material change in or cancellation of such
     insurance.  The policies of insurance required by paragraphs
     (2)  and  (3)  of Section 9.3(a) shall provide coverage  for
     events  which occur during the policy period, are continuing
     in  nature and not on a claims made basis, and shall include
     endorsements that provide:

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                (1)   That the Underwriters acknowledge that  the
     indemnification  and  hold  harmless  provisions   of   this
     Agreement  are  insured under Mesaba's  blanket  contractual
     liability coverage.

                (2)   That  Northwest, its officers,  agents  and
     employees are named as an additional insureds thereunder.

               (3)  That the insurance is primary with respect to
     the  matters  within  such  coverage,  irrespective  of  any
     insurance carried by Northwest.

                (4)   That as respects the interest of Northwest,
     the  insurance  shall not be invalidated by  any  breach  of
     warranty by Mesaba.

               (5)  That provide a severability of interest/cross
     liability endorsement.

                (6)  That the insurer shall waive its subrogation
     rights   against   Northwest,  its  officers,   agents   and
     employees.

                (7)   That  any  waiver of rights of  subrogation
     against other parties by Mesaba will not affect the coverage
     provided with respect to Northwest.


                           ARTICLE X

                       TERM; TERMINATION

      Section X.1    Term.  This Agreement shall commence on  and
shall be effective as of July 1, 1997 (the "Effective Date") and,
unless  earlier  terminated as provided  herein,  shall  continue
until June 30, 2007.

     Section X.2    Termination by Either Party.

           (a)  In the event that either Mesaba or Northwest  (i)
     makes  a general assignment for the benefit of creditors  or
     becomes  insolvent,  (ii)  files  a  voluntary  petition  in
     bankruptcy,  (iii)  petitions  for  or  acquiesces  in   the
     appointment of any receiver, trustee or similar  officer  to
     liquidate  or conserve its business or any substantial  part
     of  its  assets,  (iv)  commences  under  the  laws  of  any
     competent   jurisdiction   any  proceeding   involving   its
     insolvency,  bankruptcy,  reorganization,  readjustment   of
     debt,   dissolution,  liquidation  or  any   other   similar
     proceeding for the relief of financially distressed debtors,
     (v)  becomes the object of any proceeding or action  of  the
     type described in (iii) or (iv) above and such proceeding or
     action  remains undismissed or unstayed for a period  of  at
     least thirty (30) days, or (vi) is divested of a substantial
     part  of  its  assets for a period of at least  thirty  (30)
     days,  then the other party may by written notice  terminate
     this Agreement immediately.

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           (b)  Except as otherwise provided in Section 10.3,  in
     the  event  of a breach of a nonmonetary provision  of  this
     Agreement  by either party remaining uncured for  more  than
     thirty  (30)  days after receipt of written notification  of
     such default by the nondefaulting party, or in the case of a
     breach requiring more than thirty (30) days notice to  cure,
     the  defaulting  party does not begin and  pursue  with  due
     diligence  a  method of cure within thirty (30)  days  after
     receipt  of  written notification specifying  in  reasonable
     detail  the  nature  of such default from the  nondefaulting
     party,  then  the  nondefaulting party  may  terminate  this
     Agreement at its sole option.

           (c)   In the event of a breach of a monetary provision
     of this Agreement by either party and such default remaining
     uncured for more than ten (10) days after receipt of written
     notification specifying in reasonable detail the  nature  of
     such   default  from  the  nondefaulting  party,  then   the
     nondefaulting party may terminate this Agreement at its sole
     option.

      Section  X.3     Termination by Northwest.  Notwithstanding
the provisions of Section 10.2(b), Northwest shall have the right
to  terminate this Agreement immediately and at its  sole  option
if:

           (a)  Mesaba shall default in the payment of any rental
     payment  due  under  any  Sublease and  such  default  shall
     continue  for  more  than  the  period  of  grace,  if  any,
     specified therein and shall not have been waived.

           (b)   Mesaba shall default with respect to  any  other
     terms of any Sublease, such default shall continue for  more
     than the period of grace, if any, specified therein and such
     default shall constitute an "event of default" thereunder.

          (c)  Mesaba shall fail to comply with the provisions of
     Section 9.3 and, as a result thereof, the insurance required
     thereunder is not in effect.

          (d)  More than [*] of the Aircraft are not operated for
     more  than  [*] consecutive days or [*] of the Aircraft  are
     not  operated for more than [*] consecutive days, in  either
     case  other than as a result of a FAA order which grounds  a
     specific Aircraft type of all air carriers.

           (e)   Mesaba's  DOT Certification is  for  any  reason
     suspended  or  revoked or otherwise not in  full  force  and
     effect  so  as  to  permit Mesaba to  perform  the  Regional
     Airline Services required under this Agreement.

           (f)  The person elected to replace Bryan K. Bedford as
     Chief  Executive  Officer of Mesaba  and  Holdings  and  any
     successor  Chief  Executive Officer of Mesaba  and  Holdings
     shall not be reasonably acceptable to Northwest.

           (g)   The  Board of Directors of Mesaba  and  Holdings
     shall  fail  to nominate and recommend for election  by  the
     stockholders of Mesaba and Holdings a sufficient  number  of

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     Northwest  Nominees so that if each such  Northwest  Nominee
     were  elected there would be three (3) directors  designated
     by  Northwest  then serving on the Boards  of  Directors  of
     Holdings  and Mesaba, or the Boards of Directors  of  Mesaba
     and Holdings shall fail to elect a Northwest Nominee to fill
     a  vacancy  created by the death, resignation or removal  of
     another director previously designated by Northwest.

          (h)  Holdings shall have failed to deliver to Northwest
     the Stock Purchase Warrant on or before October 31, 1997  or
     shall  not  have  a  sufficient number of authorized  shares
     available  for  reservation with respect to  the  number  of
     shares  to  be  purchased on exercise of the Stock  Purchase
     Warrant taking into account all other prior reservations  of
     common stock by Holdings.

     Section X.4    Early Termination.  Notwithstanding any other
provision  of this Agreement, each of Northwest and Mesaba  shall
have  the  right  to terminate this Agreement and  the  Subleases
without  cause  upon three hundred sixty-five (365)  days'  prior
written  notice  to the other; provided such notice  may  not  be
given prior to July 1, 2000.

     Section X.5    Change in Control.  Notwithstanding any other
provision  of this Agreement, Northwest shall have the  right  to
terminate this Agreement immediately and at its sole option  upon
the occurrence of any one or more of the following:

          (a)  The acquisition by any individual, entity or group
     (within the meaning of Section 13(d)(3) or 14(d)(2)  of  the
     Securities  Exchange  Act of 1934 (the  "Exchange  Act")  (a
     "Person"))  (other  than Northwest) of beneficial  ownership
     (within  the  meaning  of Rule 13d-3 promulgated  under  the
     Exchange  Act)  of  20%  or more  of  either  (i)  the  then
     outstanding   shares  of  common  stock  of  Holdings   (the
     "Outstanding  Holdings Common Stock") or (ii)  the  combined
     voting  power  of the then outstanding voting securities  of
     Holdings  entitled  to vote generally  in  the  election  of
     directors  (the  "Outstanding Holdings Voting  Securities");
     provided, however, the term "Person" as used in this Section
     10.5(a)  shall not include Northwest, any Northwest assignee
     or  transferee,  or  Carl R. Pohlad and his  family  or  any
     affiliate of Carl R. Pohlad which beneficially owns directly
     or indirectly shares of Holdings common stock as of the date
     hereof;

           (b)   Approval by the Board of Directors of Mesaba  or
     Holdings  of  a  reorganization, merger or consolidation  (a
     "Business  Combination"), in each  case,  unless,  following
     such  Business Combination, all or substantially all of  the
     individuals  and  entities who were the  beneficial  owners,
     respectively, of the Outstanding Holdings Common  Stock  and
     Outstanding Holdings Voting Securities immediately prior  to
     such  Business  Combination beneficially  own,  directly  or
     indirectly,  more  than  75%  of,  respectively,  the   then
     outstanding  shares of common stock and the combined  voting
     power of the then outstanding voting securities entitled  to
     vote generally in the election of directors, as the case may
     be,   of   the  corporation  resulting  from  such  Business
     Combination  (including, without limitation,  a  corporation
     which  as  a  result of such transaction  owns  Holdings  or

[*]  Confidential material omitted and filed separately with the Securities 
     and Exchange Commision pursuant for a request for confidential treatment

<PAGE>

     Mesaba  through  one or more subsidiaries) in  substantially
     the same proportions as their ownership immediately prior to
     such  Business Combination of the Outstanding Holdings Stock
     and  Outstanding Holdings Voting Securities, as the case may
     be; or

           (c)   Approval by the Board of Directors of Mesaba  or
     Holdings  of  (i) a complete liquidation or dissolution,  or
     (ii)  the  sale or other disposition of all or substantially
     all  of  the assets of Mesaba or Holdings, other than  to  a
     corporation  with respect to which following  such  sale  or
     other disposition, more than 75% of, respectively, the  then
     outstanding  shares of common stock of such corporation  and
     the  combined  voting power of the then  outstanding  voting
     securities of such corporation entitled to vote generally in
     the  election  of  directors  is  then  beneficially  owned,
     directly or indirectly, by all or substantially all  of  the
     individuals  and  entities who were the  beneficial  owners,
     respectively, of the Outstanding Holdings Common  Stock  and
     Outstanding Holdings Voting Securities immediately prior  to
     such  sale  or other disposition in substantially  the  same
     proportion as their ownership immediately prior to such sale
     or  other  disposition  of the Outstanding  Holdings  Common
     Stock  and  Outstanding Holdings Voting Securities,  as  the
     case may be.


                           ARTICLE XI

                      WET LEASE AGREEMENT

      Section  XI.1    Acknowledgment  of  Wet  Lease  Agreement.
Northwest  acknowledges  (i) that certain  of  the  Aircraft  are
subject  to  the  Wet Lease Agreement, (ii) that certain  of  the
Scheduled Flights to be operated pursuant to this Agreement  will
be operated pursuant to the terms of the Wet Lease Agreement, and
(iii)  that  to the extent this Agreement imposes obligations  on
Mesaba with respect to the use of the Identification, the use  of
other  airline  designators,  the  provision  of  personnel   and
dispatch   control,  aircraft  maintenance  and  insurance   such
obligations  shall be deemed to be satisfied by  compliance  with
and   enforcement  of  the  terms  of  the  Wet  Lease  Agreement
notwithstanding  any  express terms in this Agreement  otherwise,
and  Mesaba's compliance with and enforcement of the terms of the
Wet  Lease  Agreement to provide Scheduled Flights  for  Regional
Airline  Services  will  not  result  in  a  Default  under  this
Agreement.  Mesaba acknowledges that Section 3.7 shall not  apply
to any Aircraft which are subject to the Wet Lease Agreement.

     Section XI.2   [*].

      Section XI.3   Performance Standards.  During the  term  of
the  Wet Lease Agreement, the performance standards set forth  in
Section  2.10  shall  be  determined  solely  with  reference  to
Scheduled   Flights  operated  by  Mesaba  which  shall   exclude
Scheduled  Flights operated by Express Airlines I, Inc.  pursuant
to the Wet Lease Agreement.


[*]  Confidential material omitted and filed separately with the Securities 
     and Exchange Commision pursuant for a request for confidential treatment

<PAGE>

      Section  XI.4    Calculation of Incentives  and  Penalties.
During  the  term of the Wet Lease Agreement, the incentives  and
penalties  payable  pursuant to Section 5.5 shall  be  calculated
based  on  the number of enplaned revenue passengers on Scheduled
Flights operated by Express Airlines I, Inc. pursuant to the  Wet
Lease Agreement, during the applicable Performance Period.


                          ARTICLE XII

                         MISCELLANEOUS

     Section XII.1  Limitation on Performance.  The obligation of
either  Northwest or Mesaba to perform under the  terms  of  this
Agreement  shall  be limited or modified by, and neither  carrier
shall be deemed to be in default hereunder as a result of any  of
the following causes:

           (a)   Acts  of  God  or the public enemy,  civil  war,
     insurrections   or   riots;   fires,   floods,   explosions,
     embargoes,  earthquakes or serious accidents, epidemics,  or
     quarantine restrictions; any act of government, governmental
     priorities,  allocations, orders or Governmental Regulations
     affecting materials or facilities, inability after  due  and
     timely   diligence   to   procure  materials,   accessories,
     equipment or parts; or due to any other cause to the  extent
     it  is  beyond  that  carrier's  practical  control  or  not
     occasioned by that carrier's fault or negligence.

           (b)  Cessation, slow-down or interruption of work,  or
     any other labor disturbance involving Northwest.

      Section  XII.2  Mutual Cooperation.  Northwest  and  Mesaba
shall  use  their best efforts to cooperate with  each  other  in
performing their respective obligations under this Agreement.

      Section  XII.3  Representations and Warranties.  Except  as
expressly  set  forth  herein, neither  Northwest,  Holdings  nor
Mesaba shall make any representations or warranties, expressed or
implied, under or in connection with this Agreement.

      Section  XII.4   Assignment.  This  Agreement  may  not  be
assigned  by any party without the prior written consent  of  the
other parties.

      Section  XII.5   Governing Law.  This  Agreement  shall  be
governed in accordance with the laws of the State of Minnesota.

      Section  XII.6  Interline and Other Agreements.   Northwest
agrees, to the extent it has the right to do so, to permit Mesaba
to  avail  itself  of  all its rights, privileges  and  amenities
pursuant  to its interline agreements and all industry  trade  or
other  agreements between Northwest and any other  air  carriers.
Northwest shall take all action and execute such documents as may
be  necessary  to enable Mesaba to avail itself  of  the  maximum
benefits afforded by such agreements.

[*]  Confidential material omitted and filed separately with the Securities 
     and Exchange Commision pursuant for a request for confidential treatment

<PAGE>


      Section XII.7  Notices.  All notices given hereunder  shall
be given in writing and shall be delivered in person or deposited
in  the  United States mail, certified or registered mail, return
receipt  requested, with adequate postage prepaid,  or  given  by
express  courier,  telex, facsimile, or other  expedient  written
means, addressed as follows:


     If to Northwest:         Northwest Airlines, Inc.
                              Department A6100
                              5101 Northwest Drive
                              St. Paul, Minnesota 55111-3034
                              Attn: Vice President - Market Planning
                              Facsimile No: (612) 727-7113

     With copies to:          Northwest Airlines, Inc.
                              Department A1180
                              5101 Northwest Drive
                              St. Paul, Minnesota 55111-3034
                              Attn: Senior Vice President,
                              General Counsel and Secretary
                              Facsimile No: (612) 726-7123

                              Northwest Airlines, Inc.
                              Department A6030
                              5101 Northwest Drive
                              St. Paul, MN 55111-3034
                              Attn: Director of Airlink Planning
                              Facsimile No: (612) 727-7110


     If to Mesaba or          Mesaba Aviation, Inc.
          Holdings:           7501 26th Avenue South
                              Minneapolis, Minnesota 55450
                              Attn: President
                              Facsimile No: (612) 726-1568

     With a copy to:          Mesaba Aviation, Inc.
                              7501 26th Avenue South
                              Minneapolis, Minnesota 55450
                              Attn: Vice President-Administration
                              and General Counsel
                              Facsimile No: (612) 726-1568

<PAGE>

or  to  such other address as the respective parties hereto shall
designate by notice in writing to the other party.  Notices shall
be  deemed received and given on the date of delivery or the date
of refusal of delivery as shown by the return receipt.

      Section XII.8  Parties.  Except as provided to the contrary
herein,  this  Agreement, and the rights and obligations  created
hereunder, shall be binding upon and inure to the benefit of  the
respective  parties  hereto and their respective  successors  and
permitted assigns.

     Section XII.9  Counterparts.  This Agreement may be executed
in  two  or  more counterparts, each of which shall be deemed  an
original but all of which shall constitute one agreement.

      Section XII.10 Severability.  If any term of this Agreement
shall  be  judicially  determined  to  be  illegal,  invalid   or
unenforceable at law or in equity, it shall be deemed to be  void
and  of no force and effect to the extent necessary to bring such
term  within the provisions of any such applicable law  or  laws,
and  such  terms as so modified and the balance of the  terms  of
this Agreement shall remain enforceable.

      Section  XII.11  Captions, Section Headings  and  Table  of
Contents.   Captions, section headings and the Table of  Contents
used  herein are for convenience only and are not a part of  this
Agreement and shall not be used in construing it.

       Section   XII.12   Availability  of  Equitable   Remedies;
Procedures.

           (a)  In the event of a breach by either party  of  any
     provision of this Agreement, the nonbreaching party may give
     notice  thereof to the breaching party, which  notice  shall
     specify  in  reasonable detail the nature of the breach  and
     shall demand that the breaching party either cure the breach
     or  refrain from conduct constituting the breach (herein the
     "conduct"),  as  may be applicable.  If  (i)  the  breaching
     party  has  not  cured  the breach  or  refrained  from  the
     conduct,  as  may  be  applicable,  within  ten  (10)   days
     following receipt of the notice from the nonbreaching party,
     or  (ii) the breaching party does not begin within ten  (10)
     days   following  receipt  of  the  notice  to  pursue  with
     reasonable diligence a method of cure or begin to take steps
     toward  ceasing the conduct where the breach or  conduct  is
     such that it requires more than ten (10) days to cure or  to
     cease, as may be applicable, then the nonbreaching party may
     seek  to  compel  performance  by  the  breaching  party  in
     accordance with the provisions of paragraph (b) below.   If,
     upon  receiving a notice contemplated by this paragraph (a),
     a breaching party believes that a breach has not occurred or
     that the conduct specified in the notice does not constitute
     a  breach  of  the  provisions of this  Agreement,  but  the
     breaching  party  nonetheless cures the  alleged  breach  or
     refrains  from  the conduct within ten (10)  days  following
     receipt of such notice, such party may thereafter proceed in
     accordance  with the provisions of paragraph  (b)  below  to
     seek a determination of whether a breach occurred or whether
     the specified conduct constituted a breach of the provisions
     of this Agreement.

<PAGE>

           (b)  Because  a  breach  of  the  provisions  of  this
     Agreement  could  not  adequately be  compensated  by  money
     damages, any party shall be entitled, following notification
     in accordance with the provisions of paragraph (a) above, to
     an  injunction restraining such breach or threatened  breach
     and  to  specific  performance  of  any  provision  of  this
     Agreement  and,  in either case, no bond or  other  security
     shall  be required in connection therewith, and the  parties
     hereby consent to the issuance of such injunction and to the
     ordering of specific performance.  Further, in the event any
     party refrains from the conduct of any activity alleged in a
     notice   received  pursuant  to  paragraph  (a)   above   to
     constitute  a  breach of the provisions of  this  Agreement,
     such  party  may  thereafter proceed promptly  to  bring  an
     action  in the District Court, County of Hennepin, State  of
     Minnesota,  for  an expedited judicial determination  as  to
     whether  the conduct specified constitutes a breach  of  the
     provisions of this Agreement and, upon a determination  that
     the  conduct  does not constitute a breach, such  party  may
     promptly thereafter recommence such conduct.

      Section XII.13 Exhibits.  The Exhibits attached hereto  are
intended  to  be  an  integral part of  this  Agreement  and  are
incorporated into the Agreement by reference for all purposes.

      Section  XII.14  Integration and  Entire  Agreement.   This
Agreement  (including  the Exhibits) and the  Subleases  and  the
ancillary  documents  entered into in  connection  therewith  are
intended  by  the parties as a complete statement of  the  entire
agreement  and understanding of the parties with respect  to  the
subject matter hereof and all matters between the parties related
to  the  subject  matter  herein and  therein  set  forth.   This
Agreement  may only be amended or modified by a written agreement
between  Mesaba and Holdings, on the one hand, and Northwest,  on
the  other,  which  specifically references  this  Agreement  and
expressly  provides  for  such  amendment.   This  Agreement   is
entirely separate from and unrelated to the Regional Jet Services
Agreement.

      Section  XII.15 Relationship of Parties.  Nothing  in  this
Agreement  shall  be  interpreted or  construed  as  establishing
between the parties a partnership, joint venture or other similar
arrangement.

      Section XII.16 Stock Purchase Warrant.  Holdings agrees  to
deliver  to  Northwest not later than the close  of  business  on
October  31, 1997 an executed stock purchase warrant in the  form
attached hereto as Exhibit F (the "Stock Purchase Warrant").

<PAGE>

      IN  WITNESS WHEREOF, the parties hereto have executed  this
Amendment as of the date and year first above written.


MESABA AVIATION, INC.              NORTHWEST AIRLINES, INC.

By:/s/Bryan K. Bedford                  By:/s/J. Timothy Griffin
   --------------------------              ----------------------
  Name:  Bryan K. Bedford                  Name:  J.  Timothy Griffin
  Title: President and Chief               Title:  Senior Vice President
         Executive Officer                     Market Planning and Systems

MESABA HOLDINGS, INC.

By:/s/Bryan K. Bedford
   ------------------------
  Name: Bryan K. Bedford
  Title: President and Chief
         Executive Officer

<PAGE>

                           EXHIBIT A

[*]


[*]  Confidential material omitted and filed separately with the Securities 
     and Exchange Commision pursuant for a request for confidential treatment

<PAGE>

                    EXHIBIT B - PASS POLICY


[*]


[*]  Confidential material omitted and filed separately with the Securities 
     and Exchange Commision pursuant for a request for confidential treatment

<PAGE>

                           EXHIBIT C

                    AIRPORT FACILITIES - MSP

      The attached diagrams define the exclusive space for use by
Mesaba at MSP.  Rental rates chargeable to Mesaba for the defined
space shall be [*].  Utility expense chargeable to Mesaba for the
defined  space shall be [*].  All other space utilized by  Mesaba
at  MSP  will  be  billed directly by the MAC in accordance  with
current practice and paid for [*].


[*]  Confidential material omitted and filed separately with the Securities 
     and Exchange Commision pursuant for a request for confidential treatment

<PAGE>

                           EXHIBIT D

                    AIRPORT FACILITIES - DTW

      The attached diagrams define the exclusive space for use by
Mesaba at DTW.  Rental rates chargeable to Mesaba for the defined
space shall be [*].  Utility expense chargeable to Mesaba for the
defined space shall be [*].


[*]  Confidential material omitted and filed separately with the Securities 
     and Exchange Commision pursuant for a request for confidential treatment

<PAGE>


                EXHIBIT E - SAMPLE CALCULATIONS


[*]

[*]  Confidential material omitted and filed separately with the Securities 
     and Exchange Commision pursuant for a request for confidential treatment

<PAGE>

                           EXHIBIT F

                 FORM OF STOCK PURCHASE WARRANT


        [Definitive Warrant Agreement filed separately by Registrant.]