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                            AMENDMENT NO. 2
                                  TO
                    REGIONAL JET SERVICES AGREEMENT



        AMENDMENT NO. 2 TO REGIONAL JET SERVICES AGREEMENT (this
   "Amendment") dated as of June 2, 1998 by and among MESABA
   HOLDINGS, INC., a Minnesota corporation ("Holdings"), MESABA
   AVIATION, INC., a Minnesota corporation ("Mesaba"), and Northwest
   Airlines, Inc., a Minnesota corporation ("Northwest").  All
   capitalized terms used herein and not otherwise defined shall
   have the respective meanings provided such terms in the Regional
   Jet Services Agreement referred to below. 

                              WITNESSETH:

        WHEREAS, Holdings, Mesaba and Northwest have entered into
   the Regional Jet Services Agreement dated as of the 25th day of
   October, 1996 (as amended to date, the "Agreement");

        WHEREAS, Holdings, Mesaba and Northwest desire to amend the
   Agreement in the manner set forth in this Amendment. 

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

        1.   AMENDMENT OF SECTION 2.01(b).  Section 2.01(b) of the
   Agreement is amended to read in its entirety as follows: 

        "(b) SUBLEASE OF THE AIRCRAFT.  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 sub-sublease, sublease or lease with respect to each of
   the thirty-six (36) Avro Regional Jet aircraft to be purchased
   pursuant to the Letter of Intent when, if and as Northwest takes
   delivery of each such Avro Regional Jet aircraft."

        2.   BLOCK HOURS PAYMENT RATE ADJUSTMENT.  The Block Hours
   Payment Rates set forth in Exhibit A to the Agreement shall be
   adjusted [*] to reflect [*] to the [*] through [*] Aircraft.  The
   parties shall execute an amendment reflecting the adjusted Block
   Hour Payment Rates upon the mutual determination of [*]. 

        3.   STOCK PURCHASE WARRANT.  Holdings agrees to deliver to
   Northwest concurrently with the execution of this Amendment an
   executed stock purchase warrant in the form attached hereto as
   Exhibit A (the "Warrant"). 

   * Confidential material omitted and filed separately with the
     Securities and Exchange Commission pursuant to a request for
     confidential treatment. 

                                  1
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     4. SHARE AUTHORIZATION.  Holdings agrees that it shall submit
   to its shareholders for their approval, and shall recommend that
   the shareholders approve, a proposal (the "Proposal") to increase
   the number of authorized shares of common stock of Holdings so
   that there shall be a sufficient number of authorized shares of
   common stock of Holdings to provide for the exercise of the
   purchase rights set forth in the Warrant (taking into account all
   other outstanding options, warrants and convertible securities of
   Holdings).  Northwest agrees that it shall vote all shares of
   common stock of Holdings held by it for the Proposal.  In the
   event the shareholders of Holdings fail to approve the Proposal,
   this Amendment shall cease to be effective, the Agreement shall
   continue in the form it existed prior to this Amendment, and
   Northwest shall return the Warrant to Holdings. 

     5. MISCELLANEOUS.  This Amendment may be executed in any number
   of counterparts and by the different parties hereto on separate
   counterparts, each of which counterparts when executed and
   delivered shall be an original, but all of which shall together
   constitute one and the same instrument.  This Amendment and the
   rights and obligations of the parties hereunder shall be
   construed in accordance with and governed by the law of the State
   of Minnesota.  From and after the date hereof and so long as this
   Amendment shall remain effective, all references in the Agreement
   to the Agreement shall be deemed to be references to the
   Agreement as amended hereby. 




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                                    2


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


                            MESABA HOLDINGS, INC.



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



                            MESABA AVIATION, INC.



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



                            NORTHWEST AIRLINES, INC.



                            By: /s/ J. Timothy Griffin        
                               -----------------------
                               Name: J. Timothy Griffin
                               Title: Senior Vice President 
                                      Market Planning and Systems