<PAGE>

                               WARRANT

                       To Purchase Common Stock
                                  of
                        Mesaba Holdings, Inc.



       This warrant, dated as of June 2, 1998, certifies that for value
  received Northwest Airlines, Inc., a Minnesota corporation
  ("Northwest"), or permitted assigns, is entitled to purchase from Mesaba
  Holdings, Inc., a Minnesota corporation (the "Company"), 1,435,230
  shares (subject to adjustment as herein provided) of common stock of the
  Company (herein referred to as the "Common Shares") at the price
  determined as provided herein, and in all respects subject to the terms
  contained herein.

       This Warrant has been issued to Northwest in consideration of an
  amendment, dated June 2, 1998 to that certain Regional Jet Services
  Agreement dated as of October 25, 1996 between Northwest, the Company and
  Mesaba Aviation, Inc. (the "Jetlink Agreement").

       This Warrant is subject to the following provisions, terms, and
  conditions:

       2.   The exercise price is $21.25 per share, subject to adjustment
  as hereinafter provided (the "Exercise Price").

       3.   This Warrant shall become exercisable in installments
  cumulatively with respect to 1/18th of the Common Shares, as adjusted
  (initially 79,735 shares), on each date on which an Additional Aircraft
  enters scheduled passenger service under the Jetlink Agreement.  As used
  herein, Additional Aircraft means the nineteenth through thirty-sixth RJ
  85 aircraft to enter service under the Jetlink Agreement.  This Warrant
  will expire at 5:00 p.m. Minneapolis time, on
  October 25, 2006, unless terminated earlier pursuant to the terms
  hereof.  Subject to the last sentence of this Section 2, the rights
  represented by this Warrant may be exercised by Northwest, in whole or
  in part, by written notice of exercise delivered to the Company
  accompanied by the surrender of this Warrant (properly endorsed if
  required) at the principal office of the Company together with payment
  by check payable in Minneapolis Clearing House funds to the order of the
  Company of the purchase price for such shares.  The Company agrees that
  the shares so purchased shall be deemed to be issued as of the close of
  business on the date on which this Warrant shall have been surrendered
  and payment made for such shares as aforesaid.  Certificates for the
  Common Shares so purchased shall be delivered to Northwest as soon as
  practicable after the purchase rights represented by this Warrant shall
  have been so exercised.  This Warrant may not be exercised in part for
  the purchase of any number of Common Shares less than 50,000, unless
  such number represents the total number of Common Shares then remaining
  subject to purchase pursuant to this Warrant.

       4.   The Company covenants and agrees that all Common Shares issued
  upon the exercise of the purchase rights represented by this Warrant
  will, upon issuance, be validly issued, fully paid, nonassessable, and
  free from all taxes, liens and charges with respect to the issue

  
  <PAGE>

  thereof.  The Company further covenants and agrees that until the
  expiration of this Warrant it will at all times have authorized and
  reserved for the purpose of issue or transfer upon exercise of the
  purchase rights evidenced by this Warrant a sufficient number of shares
  of its common stock to provide for the exercise of the purchase rights
  represented by this Warrant.

       5.   This Warrant shall not be transferable or assignable by
  Northwest and may be exercised only by Northwest; provided, however,
  that Northwest may transfer or assign this Warrant to any affiliate (as
  such term is defined in Rule 405 promulgated under the Securities Act of
  1933, as amended) of Northwest and any successor corporation (or other
  entity) resulting from its merger, consolidation, or other
  reorganization or the sale of all or substantially all of its assets.

       6.   In case the Company shall declare a stock dividend or other
  distribution upon its common stock payable in common stock of the
  Company, then the total maximum number of Common Shares issuable upon
  the exercise of this Warrant shall be increased by an amount equal to
  the number of shares of common stock which would have been issued to
  Northwest as a result of the issuance of such dividend or other
  distribution if, immediately prior to the record date relating to such
  dividend or other distribution, Northwest had exercised its purchase
  rights under this Warrant with respect to the total number of Common
  Shares then remaining subject to purchase.  The Exercise Price in effect
  immediately prior to such dividend or other distribution shall be
  proportionately reduced.

       7.   In case the Company shall at any time subdivide or split its
  outstanding shares of common stock into a greater number of shares, the
  Exercise Price in effect immediately prior to such subdivision or split
  shall be proportionately reduced, and conversely, in case the
  outstanding shares of common stock of the Company shall be combined into
  a smaller number of shares, the Exercise Price in effect immediately
  prior to such combination shall be proportionately increased.  Upon each
  adjustment of the Exercise Price pursuant to this Section 6, Northwest
  shall thereafter be entitled to purchase, at the then applicable
  Exercise Price, the number of shares obtained by multiplying the
  Exercise Price in effect immediately prior to such adjustment by the
  number of shares purchasable pursuant hereto immediately prior to such
  adjustment and dividing the product thereof by the applicable Exercise
  Price resulting from such adjustment.

       8.   If any capital reorganization or reclassification of the
  capital stock of the Company or consolidation or merger of the Company
  with another corporation, or the sale of all or substantially all of its
  assets to another corporation shall be effected in such a way that
  holders of shares of common stock of the Company shall be entitled to
  receive stock, securities or assets with respect to or in exchange for
  common stock, then, as a condition of such reorganization,
  reclassification, consolidation, merger or sale, lawful and adequate
  provision shall be made whereby Northwest shall thereafter have the
  right to receive upon the basis and upon the terms and conditions
  specified in this Warrant and in lieu of the Common Shares of the
  Company immediately theretofore receivable upon the exercise of this
  Warrant, such shares of stock, securities or assets as may be issued or
  payable with respect to or in exchange for a number of outstanding
  shares of common stock of the Company equal to the number of Common
  Shares immediately theretofore receivable upon the exercise of this
  Warrant had such reorganization, reclassification, consolidation, merger
  or sale not taken place, and in any such case appropriate provision
                                
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  <PAGE>
  
  shall be made with respect to the rights and interests of Northwest to 
  the end that the provisions hereof (including without limitation
  provision for adjustments of the then applicable Exercise Price and of
  the number of shares or other kinds of securities or other property
  receivable upon the exercise of this Warrant) shall thereafter be
  applicable, as nearly as may be, in relation to any shares of stock,
  securities or assets thereafter receivable upon the exercise of this
  Warrant.  The Company shall not effect any such consolidation, merger or
  sale, unless, prior to the consummation thereof, the surviving
  corporation (if other than the Company) resulting from such
  consolidation or merger or the corporation purchasing such assets shall
  assume by written instrument executed and mailed to Northwest at the
  last address of Northwest appearing on the books of the Company, the
  obligation to deliver to Northwest such shares of stock, securities or
  assets as, in accordance with the foregoing provisions, Northwest may be
  entitled to receive.

       9.   Upon any adjustment of the Exercise Price or the number of
  Common Shares or other kinds of securities or other property receivable
  upon exercise of this Warrant, then and in each case the Company shall
  give written notice thereof, by first-class mail, postage prepaid,
  addressed to Northwest at the address as shown on the books of the
  Company, which notice shall state the then applicable Exercise Price
  resulting from such adjustment, and the increase or decrease, if any, in
  the number of Common Shares or other kinds of securities or other
  property receivable upon exercise of this Warrant, setting forth in
  reasonable detail the method of calculation and the facts upon which
  such calculation is based.

       10.  In case any time:

            (i)  the Company shall pay or make any stock dividend or other
       distribution payable in stock upon its common stock or make any
       distribution (other than regular cash dividends) to the holders of
       its common stock;

            (ii) the Company shall offer for subscription pro rata to the
       holders of its common stock any additional shares of stock of any
       class or other rights;

            (iii)     there shall be any capital reorganization,
       reclassification of the capital stock of the Company, or
       consolidation or merger of the corporation with, or sale of all or
       substantially all of its assets to, another corporation; or

            (iv) there shall be a voluntary or involuntary dissolution,
       liquidation or winding up of the Company;

  then, in any one or more of said cases, at least 21 days prior to the
  applicable date specified below, the Company shall give written notice,
  by first-class mail, postage prepaid, addressed to Northwest at the
  address as shown on the books of the Company, of the date on which (aa)
  the books of the Company shall close or a record shall be taken for such
  stock dividend, distribution or subscription rights, or (bb) such

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  <PAGE>
  
  reorganization, reclassification, consolidation, merger, sale,
  dissolution, liquidation or winding up shall take place, as the case may
  be.  Such notice shall also specify the date as of which the holders of
  common stock of record shall participate in such dividend, distribution
  or subscription rights, or shall be entitled to exchange their shares of
  common stock for securities or other property deliverable upon such
  reorganization, reclassification, consolidation, merger, sale,
  dissolution, liquidation or winding up, as the case may be.  Failure to
  give such notice or any defect therein shall not affect the legality or
  validity of any such proceeding or transaction and shall not affect the
  right of the holder to participate in any said dividend, distribution,
  subscription or exchange.

       11.  Any transfer of this Warrant permitted by Section 4 hereof may
  be effected at the principal office of the Company by a duly authorized
  officer or attorney of Northwest, upon surrender of this Warrant
  properly endorsed.  Northwest and each permitted transferee consents and
  agrees that Northwest may be treated by the Company and all other
  persons dealing with this Warrant as the absolute owner hereof for any
  purpose and as the person entitled to exercise the rights represented by
  this Warrant, or to the transfer hereof on the books of the Company, in
  the absence of any actual written notice to the contrary.

       12.  This Warrant is exchangeable upon the surrender hereof by
  Northwest at the principal office of the Company for new Warrants of
  like tenor representing in the aggregate the right to subscribe for and
  purchase the number of Common Shares which may be subscribed for and
  purchased hereunder.

       13.  Notwithstanding any other provisions set forth in this Warrant
  to the contrary, the rights of Northwest granted in this Warrant shall
  terminate (i) immediately upon the termination of the Jetlink Agreement,
  if the Jetlink Agreement is terminated by Northwest or (ii) 30 days
  after Northwest's receipt of notice from the Company of the Company's
  termination of the Jetlink Agreement, if the Jetlink Agreement is
  terminated as the result of such notice.

       14.  Neither this Warrant nor any term hereof may be changed,
  waived, discharged or terminated orally but only by an instrument in
  writing signed by the party against which enforcement of the change,
  waiver, discharge or termination is sought.

       IN WITNESS WHEREOF, the Company has caused this Warrant to be
  signed by its duly authorized officer this 2nd day of June, 1998.



                                MESABA HOLDINGS, INC.


                                By /s/__________________ 
                                   John S. Fredericksen
                                   Vice President
                                   Administration and General Counsel










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<PAGE>

                            ELECTION TO PURCHASE

                  (To be executed by the registered holder
               if such holder desires to exercise the Warrant.)


  TO:  Mesaba Holdings, Inc.

       The undersigned hereby  irrevocably elects to exercise this  Warrant

  to  the  extent  of  ___________  Common  Shares  and  requests   that

  certificates  for such  shares be  issued,  and any  payment in  lieu  of

  fractional shares be made, in the name of:


  ________________________________________________________________________ 
  (Print  name, address  and social  security or  other tax  identification
  number)

  Dated:________________,____ 

                                     ______________________________ 
                                     Signature

                                     (Signature must conform in all
                                     respects to name  of holder as
                                     specified on the  face of this
                                     Warrant.)


























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<PAGE>
                             FORM OF ASSIGNMENT

                  (To be executed by the registered holder
              if such holder desires to transfer the Warrant.)


       FOR VALUE RECEIVED,________________________________________________ 

  hereby sells, assigns and transfers unto________________________________ 

__________________________________________________________________________ 
                (Print name and address of transferee)

  this Warrant,  together with all right,  title and interest therein,  and

  does hereby irrevocably constitute and appoint__________________________

  Attorney, to  transfer the within  Warrant on the  books of the  Company,
  with full power of substitution.

  Dated:_______________,____

                                     ______________________________ 
                                     Signature

                                     (Signature must conform in all
                                     respects to name  of holder as
                                     specified on the  face of this
                                     Warrant.)




























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