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                               AMENDMENT NO. 1
                                      TO
                       REGIONAL JET SERVICES AGREEMENT



        AMENDMENT NO. 1 TO REGIONAL JET SERVICES AGREEMENT (this
   "Amendment") dated as of April 1, 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 (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
   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 first eighteen (18) 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.  Mesaba agrees to enter into a sub-sublease, sublease or lease
   with Northwest (or such Northwest Affiliate as Northwest may designate)
   with respect to the remaining eighteen (18) Avro Regional Jet aircraft
   subject to the Letter of Intent when and as Northwest takes delivery of
   each such Avro Regional jet aircraft if Northwest determines in its sole
   discretion to use such aircraft for Jet Services pursuant to the
   Agreement.  Northwest shall have no obligation to lease or sublease the
   remaining eighteen (18) Avro Regional Jet aircraft to Mesaba and nothing
   in this Agreement shall prohibit or limit Northwest (or a Northwest
   Affiliate) from using or leasing to other air carriers the remaining
   eighteen (18) Avro Regional Jet aircraft." 

        2.   AMENDMENT OF SECTION 9.04.  Section 9.04 of the Agreement is
   amended to read in its entirety as follows: 

        "Section 9.04  EARLY TERMINATION.  Notwithstanding any other
   provision of this Agreement, Northwest shall have the right to terminate
   this Agreement and the Subleases as of the seventh anniversary of the
   
   

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   effective date of the first lease if Northwest shall have given a
   termination notice to Mesaba not less than one hundred eighty (180) days
   nor more than three hundred sixty-five (365) days prior to such seventh
   anniversary." 

        3.   AMENDMENT TO EXHIBIT A.  Section A of Exhibit A is hereby
   amended to read in its entirety as follows: 

        "A.  The Block Hours Payment Rate. 

   The Block Hours Payment Rate shall be determined based on the weighted
   average of the scheduled daily block hour utilization for all Aircraft
   ("Utilization") in accordance with the following schedule: 


          UTILIZATION                   BLOCK HOURS PAYMENT RATE"



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


        4. 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. 

        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,
   all references in the Agreement to the Agreement shall be deemed to be
   references to the Agreement as amended hereby. 




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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/ John C. Kopchik           
                                    -------------------
                                    Name: John C. Kopchik
                                    Title: Vice President Market 
                                    Planning