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                                                                   Exhibit 10.46

                                            ***TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED
                                           UNDER 17 C.F.R. SECTION 200.80(b)(4),
                                                            200.83 AND 240.24b-2


                    CODE SHARE AND REVENUE SHARING AGREEMENT

This CODE SHARE AND REVENUE SHARING AGREEMENT (the "Agreement") is made and
entered into as of March 20, 2001, to be effective retroactive to February 1,
2001 (the "Contract Date"), by and between AMERICA WEST AIRLINES, INC., a
Delaware corporation ("AWA"), and MESA AIRLINES, INC., a Nevada corporation
("Mesa").

                                    RECITALS

A. AWA holds a certificate of public convenience and necessity issued by the
Department of Transportation ("DOT") authorizing AWA to engage in the interstate
and overseas air transportation of persons, property and mail between all points
in the United States, its territories and possessions.

B. Mesa holds a certificate of public convenience and necessity issued by the
DOT authorizing Mesa to engage in the interstate transportation of persons,
property and mail in the United States, its territories and possessions.

C. AWA owns various trademarks, service marks and logos, including "America West
Airlines," "America West Express," and distinctive exterior color decor and
patterns on its aircraft, hereinafter referred to individually and collectively
as the "AWA Service Marks."

D. AWA and Mesa entered into that certain Code Share and Revenue Sharing
Agreement, dated July 15, 1998, as amended by those certain First and Second
Amendments to Code Share and Revenue Sharing Agreement, dated January 4, 2000
and May 10, 2000, respectively (the "Original Agreement"), in order to provide
scheduled air transportation services as America West Express and to share in
revenue and costs of such services.

E. AWA and Mesa desire to terminate the Original Agreement and replace the
Original Agreement, in its entirety, with the terms and conditions of this
Agreement.

NOW, THEREFORE, in consideration of the promises, covenants, representations and
warranties hereinafter set forth, and for other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, AWA and Mesa agree as
set forth below.

                                   AGREEMENT

1. Effectiveness. This Agreement replaces the Original Agreement effective upon
the date (the "Effective Date") that Mesa executes a binding agreement to
acquire the CRJ Aircraft required to be provided by Mesa pursuant to Section
2.2.2 of this Agreement (the "Aircraft Contract"). Mesa shall provide AWA with
written notice of the date the Aircraft Contract is executed together with
copies of the Aircraft Contract. On the date of execution of the Aircraft
Contract, all of the terms and provisions of this Agreement shall be effective
retroactive to the Contract Date. On the Effective Date, the Original Agreement
shall be terminated in its entirety. All sums payable pursuant to Section 6 of
the Original Agreement between the Contract Date and Effective Date shall be
recalculated pursuant to the terms of Section 7 of this Agreement, and AWA,
subject to the rights regarding disputed amounts contained in Section 7.8, shall
pay
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additional and undisputed sums payable within 30 days after receipt of a written
invoice for such recalculation. Until the Effective Date, AWA and Mesa shall
continue to perform pursuant to the Original Agreement. If the Aircraft Contract
is not executed by May 1, 2001, then this Agreement shall automatically
terminate and the terms and conditions of the Original Agreement shall remain in
full force and effect. Simultaneously with the execution of this Agreement, AWA
and Mesa shall enter into an amendment to the Original Agreement providing for
the addition of 3 CRJs under the Original Agreement if this Agreement is
terminated pursuant to this Section.

As of the Contract Date, AWA and Mesa dispute certain amounts that are payable
between AWA and Mesa under the Original Agreement (the "Disputed Amounts"). Mesa
and AWA shall continue to work to resolve their respective obligations
concerning the Disputed Amounts pursuant to the terms of the Original Agreement.
This is a new and separate agreement from the Original Agreement. The terms of
this Agreement shall not be used by either Mesa or AWA to determine or interpret
the respective payment obligations of the parties for the Disputed Amounts. The
respective obligations for the Disputed Amounts and other matters and disputes
arising under the Original Agreement prior to the Contract Date shall be
resolved pursuant to the terms, covenants, rights and remedies of the Original
Agreement, shall not affect the rights, duties and obligations of AWA or Mesa
under this Agreement and shall not permit AWA or Mesa to exercise any remedies
under this Agreement. The intent of AWA and Mesa is to resolve any disputes
concerning the Disputed Amounts or any other matters and disputes under the
Original Agreement under the Original Agreement and not pursuant to this
Agreement.

2. Rights, Responsibilities and Obligations of Mesa:

         2.1      Flight Service. During the term of this Agreement, Mesa shall
                  operate America West Express air transportation services (the
                  "Flight Services"), using the Fleet of Aircraft established
                  pursuant to Section 2.2, to and from the cities and based upon
                  the schedule established from time to time by AWA (the
                  "Schedule") in written notice to Mesa (a "Schedule Notice").
                  For purposes of this Agreement, "Flights" means flights
                  operated pursuant to the Schedule. AWA may change the Schedule
                  by issuance of a Schedule Notice at any time. When creating a
                  Schedule, AWA shall: (i) take into account Mesa's aircraft
                  maintenance requirements; (ii) create a Schedule which will
                  permit Mesa to schedule flight crews in a manner consistent
                  with industry operational practices; (iii) schedule block
                  times based on AWA's internal block time policy; (iv) provide
                  for the following turn times: (a) in a hub location: 20
                  minutes for Beech 1900s and Dash 8s and 25 minutes for CRJs;
                  and (b) in other stations: 10 minutes for Beech 1900s, 15
                  minutes for Dash 8s and 20 minutes for CRJs; (v) take into
                  account airport facilities available for Aircraft handling;
                  (vi) provide for maintenance as required by Section 2.6.3 and
                  scheduled heavy maintenance on Aircraft as required from time
                  to time; and (vii) provide for at least 45 days prior notice
                  of any holiday cancellations. Mesa shall implement all changes
                  in the Schedule contained in a Schedule Notice in accordance
                  with AWA'S scheduling requirements within 60 days after
                  receipt of a Schedule Notice. Mesa or any of its affiliates
                  shall not provide any flight service for any other airline for
                  flights that originate in or end in Phoenix, Arizona.

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So long as Air Midwest ("AM") is a wholly-owned subsidiary of Mesa Air Group,
Inc., Mesa may subcontract with AM for the performance of those Flight Services,
Other Services (as hereinafter defined), and other related obligations under
this Agreement, which are to be performed by Mesa using the Beech 1900s (the "AM
Services"). Mesa has delivered to AWA an assumption agreement pursuant to which
AM agrees to perform all the duties and obligations of Mesa under this Agreement
relating to the AM Services and to be bound by all of the liabilities,
obligations, and duties of Mesa under this Agreement applicable to the AM
Services, including, without limitation, the providing of flights, maintenance
of aircraft, compliance with laws, maintenance of insurance and indemnification
of AWA (the "Assumption Agreement"). AWA shall have no duty, obligation or
liability to AM under this Agreement. All payments for the use and operation of
the Beech 1900 Subfleet to be made by AWA under this Agreement shall be paid to
Mesa. Mesa shall pay all sums payable to AM for the operation of the Beech 1900
Subfleet pursuant to a separate agreement between AM and Mesa to which AWA is
not a party. Notwithstanding the foregoing, Mesa shall not be released,
discharged, or relieved from any duties, liabilities or obligations set forth in
this Agreement, including those arising from the AM Services performed by AM. AM
shall be deemed a subcontractor of Mesa, and Mesa shall cause AM's performance
of the AM Services to comply with all relevant terms and conditions of this
Agreement. If either: (i) AM ceases to be a wholly-owned subsidiary of Mesa Air
Group, Inc.; or (ii) AM fails to comply with the terms and conditions of this
Agreement as required by the Assumption Agreement, then Mesa, within thirty (30)
days after receipt of written notice from AWA, shall terminate the subcontractor
relationship with AM, acquire the Beech 1900 Subfleet and perform the duties and
obligations applicable to the Beech 1900 Subfleet pursuant to this Agreement.

Mesa, with the prior written consent of AWA, which consent shall not be
unreasonably withheld, delayed or conditioned, may subcontract with a
wholly owned subsidiary of Mesa Air Group, Inc. for the performance of certain
Flight Services, Other Services and other related obligations under this
Agreement, which are to be performed by Mesa using certain Aircraft on terms and
conditions similar to the terms and conditions applicable to the subcontracting
of the AM Services (the "Subcontracting of Services"). If AWA consents to the
Subcontracting of Services, then AWA and Mesa shall execute an amendment to this
Agreement permitting the Subcontracting of Services and setting forth the terms
and conditions pursuant to which the Subcontracting of Services may occur (the
"Subcontracting Amendment"). The Subcontracting of Services shall not occur
until the Subcontracting Amendment and any documents required from the
wholly-owned subsidiary have been executed by Mesa and the affiliate and
delivered by AWA.

AM and any other affiliate to which services are subcontracted under this
Agreement are referred to as the "Affiliated Service Providers."

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2.2 Fleet.

         2.2.1    Initial Fleet. As of the Contract Date, Mesa and AM provide
                  the Flight Services using the following aircraft
                  (collectively, the "Fleet"; with respect to any one aircraft
                  type, the "Subfleet"; and individually, the "Aircraft"):

<TABLE>
<CAPTION>
                           Number           Aircraft Type ("Subfleet")
                           ------           --------------------------
<S>                                         <C>
                           12               deHavilland DHC-8-200 ("Dash 8")
                           5                Hawker-Beech 1900 ("Beech 1900")
                           22               Canadair Regional Jet-50 ("CRJ")
</TABLE>

         2.2.2    CRJ Fleet Expansion. Pursuant to the Aircraft Contract, Mesa
                  shall have the right to acquire an additional 83 CRJ Aircraft,
                  43 by virtue of firm orders (the "Firm Aircraft") and 40 by
                  virtue of options (the "Option Aircraft"), in the
                  configuration, with the seating capacity and at the times set
                  forth on Exhibit A, attached hereto. The Firm Aircraft and
                  Option Aircraft will consist of CRJ Models 200s, 700s and 900s
                  as set forth in Exhibit A. For purposes of this Agreement, the
                  CRJ Model 200s shall be a "CRJ Subfleet" and the CRJ Model
                  700s and 900s shall be a "CRJ Subfleet".

                  (a)      Each of the Firm Aircraft shall be placed into Flight
                           Services by Mesa in the calendar months set forth on
                           Exhibit A (the "Delivery Schedule"). The Firm
                           Aircraft to be delivered in each of the calendar
                           months from and including October, 2003 to and
                           including June, 2004 may be either CRJ Model 700s or
                           900s (the "Convertible Firm Aircraft"). AWA, by
                           written notice to Mesa, given on or before the last
                           day of the 18th calendar month prior to the delivery
                           of each Convertible Firm Aircraft, shall advise Mesa
                           as to which model is to be added to the Fleet (the
                           "Firm Selection Notice"). For example, for the CRJ to
                           be delivered in October, 2003, AWA must provide the
                           Firm Selection Notice by April 31, 2002. If AWA does
                           not provide the Firm Selection Notice timely, then
                           AWA shall be deemed to have elected to have a CRJ
                           Model 700 added to the Fleet. Mesa shall provide AWA
                           with at least 90 days' prior written notice of the
                           week each of the Firm Aircraft will be placed into
                           Flight Service under this Agreement and at least 60
                           days' prior written notice of the date on which each
                           of the Firm Aircraft will be placed into Flight
                           Service under this Agreement (each, a "Scheduled
                           Delivery Date").

                  (b)      AWA shall have the options to expand the CRJ Fleet by
                           up to 40 additional CRJs from the Option Aircraft. On
                           or before each option "Exercise Date" (as set forth
                           on Exhibit A), AWA, by written notice to Mesa (the
                           "Option Notice"), shall have the option to require
                           Mesa to increase the CRJ Subfleet by the addition of
                           the applicable CRJ Aircraft in the applicable "In
                           Service Months" (as set for on Exhibit A)(each, a
                           "Fleet Expansion Option"). Each Option Notice shall
                           specify whether AWA is selecting either a CRJ Model
                           700 or 900. If

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                           the Option Notice does not specify the CRJ Model,
                           then AWA shall be deemed to have selected a CRJ Model
                           700. The Fleet Expansion Options are separate and
                           individual options and may be exercised or not
                           exercised on a separate and individual basis. The
                           Aircraft that are the subject of each Fleet Expansion
                           Option shall be added to the Fleet by Mesa in the
                           applicable In Service Months. Mesa shall provide AWA
                           with at least 90 days prior written notice of the
                           week each Option Aircraft will be placed into Flight
                           Service under this Agreement and at least 60 days'
                           prior written notice of the Scheduled Delivery Date
                           for each Option Aircraft that is the subject of each
                           exercised Fleet Expansion Option.

                  (c)      Mesa shall not be liable to AWA for the failure to
                           deliver any Firm Aircraft or Option Aircraft on the
                           Scheduled Delivery Date (a "Failed Delivery") if (i)
                           the failure to deliver is the result of the
                           manufacturer's failure to deliver the Aircraft to
                           Mesa as a result of acts of terrorism, hostilities,
                           war, strikes, labor disputes, work stoppages beyond
                           the manufacturer's control, fire, act of government
                           or court order; (ii) Mesa uses commercially
                           reasonable efforts to acquire a replacement aircraft
                           for the Aircraft that was not delivered; and (iii)
                           Mesa pays to AWA any compensation, damages or award
                           obtained by Mesa from the manufacturer as a result of
                           the Failed Delivery (an "Excused Failure"). In the
                           event of a Failed Delivery, Mesa shall use
                           commercially reasonable efforts to obtain the
                           applicable Aircraft as soon as practicable after the
                           Scheduled Delivery Date. If the Aircraft that is the
                           subject of a Failed Delivery is not delivered within
                           90 days after the Scheduled Delivery Date, then AWA
                           shall have the option to elect not to include such
                           Aircraft under this Agreement by providing written
                           notice to Mesa at any time prior to the actual
                           delivery of such Aircraft. If a Failed Delivery is
                           not the result of an Excused Failure, then AWA shall
                           have all rights and remedies under this Agreement for
                           such Failed Delivery.

         2.2.3    Intentionally Omitted.

         2.2.4    Fleet Reduction. Except as otherwise permitted by Section
                  2.2.5, upon 180 days' prior written notice from AWA, AWA,
                  subject to limitations set forth below, may require Mesa to
                  reduce the number of Aircraft in any Subfleet. AWA shall not
                  require Mesa to reduce: (i) the number of Aircraft in the Dash
                  8 Subfleet, Beech 1900 Subfleet or the combined CRJ Subfleets
                  by more than one Aircraft in any Six Calendar Month Period.
                  For purposes of this Agreement, "Six Calendar Month Period"
                  means each period during the Term (as defined below)
                  commencing on January l and ending on June 30 and commencing
                  on July 1 and ending on December 30, with the first Six
                  Calendar Month Period commencing on January 1, 2002; (ii) the
                  number of CRJ Model 200s for a period of 1 year measured from
                  the last date that a CRJ Model 200 is added to the CRJ
                  Subfleet; provided, however, that the Scheduled Delivery Date
                  shall be used to




                                       5

<PAGE>   6
                  measure the date each CRJ Model 200 is added to the CRJ
                  Subfleet; (iii) the number of CRJ Model 700s and 900s for a
                  period of 1 year measured from the last date that a CRJ Model
                  700 or 900 is added to the CRJ Subfleet; provided, however,
                  that the Scheduled Delivery Date shall be used to measure the
                  date such CRJ Model 700 or 900 is added to the CRJ Subfleet;
                  and (iv) the Dash 8 Subfleet below 6 Aircraft.

         2.2.5    Elimination of Beech 1900s and Dash 8s. Notwithstanding the
                  provisions of Section 2.2.4, AWA, at any time during the Term
                  after August 25, 2004, may require the Subfleet of Beech 1900s
                  to be reduced to zero by providing Mesa with at least 180 days
                  prior written notice of AWA's election to eliminate the Beech
                  1900s on or after such date (the "1900 Elimination Notice").
                  Notwithstanding the provisions of Section 2.2.4, AWA, at any
                  time during the Term after August 25, 2006, may require Mesa
                  to reduce the Subfleet of Dash 8s to zero by providing Mesa
                  with at least 180 days' prior written notice of AWA's election
                  to eliminate the Dash 8s on or after such date (the "Dash 8
                  Elimination Notice"). The 1900 Elimination Notice may be given
                  at any time during the Term on or after February 27, 2004. The
                  Dash 8 Elimination Notice may be given at any time during the
                  Term on or after February 27, 2006.

         2.2.6    Spares. Mesa shall have available at least 1 spare Aircraft
                  available for Flight Services under this Agreement at any time
                  there are 35 or more CRJ Aircraft and at least 2 spare
                  Aircraft available for Flight Services under this Agreement at
                  any time there are 65 or more CRJ Aircraft. AWA shall pay the
                  Actual Costs, Guaranteed Non-Maintenance Costs (other than
                  overhead) and Guaranteed Maintenance Costs actually incurred
                  by or payable to Mesa for each spare Aircraft as provided in
                  Section 7.

         2.2.7    Transition Costs. As of the Contract Date, all of the CRJ
                  Aircraft are 50 seat Aircraft. The Firm Aircraft and Option
                  Aircraft include CRJ-700 and CRJ-900 seat configurations (the
                  "New CRJ Types"). AWA shall reimburse Mesa for actual out-of
                  pocket costs and expenses incurred by Mesa in connection with
                  the induction of the New CRJ Types into Flight Services for a
                  period of 180 days after the induction of the first of each of
                  the New CRJ Types, not to exceed [...***...] for each of the
                  New CRJ Types (the "Transition Reimbursement"). The Transition
                  Reimbursement shall be paid by AWA within 30 days after
                  receipt of monthly written invoices together with commercially
                  reasonable evidence of the costs actually incurred by Mesa.

2.3      Other Services. In addition to the Flight Services, Mesa, subject to
         AWA's payment of costs pursuant to Section 7.1.8, shall provide the
         following services in connection with the Flight Services (the "Other
         Services"): (i) curb-side service, other than at AWA Service Locations
         (as defined below), in all locations where it is normal and customary
         or where another airline offers curbside check-in; (ii) check-in
         service with automated baggage tags and boarding pass printers in all
         locations, other than AWA Service Locations; (iii) ticketing and
         security services

                                             ***CONFIDENTIAL TREATMENT REQUESTED



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         in accordance with the Federal Aviation Administration ("FAA") and AWA
         directives and guidelines, as may be issued from time to time, and any
         other directives or guidelines as Mesa and AWA may mutually approve, in
         all locations, other than the AWA Service Locations; (iv) Qik-Check
         service, to the extent used and supplied by AWA, at all gates used by
         Mesa; (v) transfer of all baggage for passengers connecting from
         Flights to AWA flights in a timely manner to ensure all baggage is
         placed on those connecting flights; and (vi) transportation of mail and
         other cargo (other than hazardous materials) on Flights, at the order
         of AWA, to the extent of available aircraft capacity. Mesa, at its
         expense, shall provide all facilities, machinery, equipment and
         inventory required to efficiently, timely and in a manner consistent
         with best airline industry practices provide the Other Services. Mesa
         shall require personnel providing the Other Services to comply with all
         rules, regulations and directives promulgated for all AWA operations
         from time to time.

         Mesa may outsource the Other Services performed by Mesa at any station
         with the prior written consent of AWA, which consent shall not be
         unreasonably withheld or delayed. Mesa shall cause any subcontractor to
         which the Other Services are outsourced to comply with and perform all
         of the duties and obligations imposed on Mesa in this Agreement
         applicable to the Other Services that have been outsourced.

         Notwithstanding the foregoing, AWA shall provide the services set forth
         in subsections (i) - (iii) above at Phoenix Sky Harbor International
         Airport, McCarron International Airport and any other airport that AWA
         designates with at least 90 days' prior written notice to Mesa (the
         "AWA Service Locations"). In the event AWA elects to convert any
         airport to an AWA Service Location, then AWA shall: (i) either assume
         Mesa's lease at the airport or reimburse Mesa for the actual
         out-of-pocket costs and expenses incurred by Mesa in terminating the
         lease, at AWA's election; (ii) reimburse Mesa for up to one week's
         compensation actually paid to airport employees that are not offered
         employment by AWA; and (iii) offer to purchase from Mesa or assume the
         lease of any equipment owned or leased by Mesa at the airport that may
         be used by AWA in AWA's operations and is in good condition and repair
         for a price equal to the fair market value of such equipment at the
         time of such offer.

2.4      Personnel; Training. Mesa shall hire, engage, employ and maintain a
         sufficient number of competent, trained personnel and subcontractors,
         including, but not limited to pilots, flight attendants, ground crew,
         maintenance and cleaning personnel, baggage handling personnel and
         customer service personnel necessary to provide the Flight Services and
         Other Services as required by this Agreement. Subject to FAA approval,
         CRJ pilots shall be qualified to fly all models of CRJs providing
         Flight Services pursuant to this Agreement. CRJ pilots shall not be
         scheduled or dedicated to any particular model line of CRJs without the
         prior written consent of AWA. In addition, Mesa shall employ and
         maintain a commercially reasonable number of reserve pilots and flight
         attendants based in the Phoenix Metropolitan area based on the Flight
         Services to be provided

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         pursuant to this Agreement. Mesa shall cause all Mesa personnel
         providing Flight Services or Other Services to wear uniforms approved
         by AWA and shall comply with all appearance guidelines required of all
         AWA personnel.

         Mesa shall provide initial training, recurrent training and customer
         service training to personnel and subcontractors reasonably identified
         by AWA at programs approved by AWA. AWA shall provide applicable
         training materials. In the event AWA becomes a hazardous materials
         carrier, Mesa, at AWA's expense, shall conduct all hazardous materials
         training required by AWA or AWA's other code share partners.

2.5      Service Quality and Level. All Flight Services and Other Services shall
         be provided by Mesa at a service quality and level of service equal to
         or greater than the service quality and level of service provided by
         AWA to the extent applicable to the type of Aircraft used to provide
         the Flight Services. All Aircraft shall be equipped with service
         amenities necessary to provide the service quality and level of service
         required by this Section. If AWA changes AWA's service requirements and
         as a result Mesa will be required to make any capital upgrades to any
         Aircraft, Mesa, in writing, shall advise AWA of the need for such
         upgrades together with the estimated cost to complete such upgrades
         (the "Upgrade Notice"). If, after receipt of the Upgrade Notice, AWA,
         in writing, elects to require Mesa to comply with such changes in
         service requirements, then AWA, within 30 days after receipt of a
         written notice, shall reimburse Mesa for the actual out-of-pocket
         capital costs incurred by Mesa in making such capital upgrades. If AWA
         does not approve the making of the capital upgrades, then Mesa shall
         not be required to meet the new AWA service requirements.

2.6      Maintenance.

         2.6.1    Obligation. Mesa, at its own cost and expense, shall be
                  responsible for the service, repair, maintenance, overhauling
                  and testing of each Aircraft: (i) in compliance with the
                  maintenance program for each Aircraft as approved by the FAA
                  and pursuant to all applicable aircraft maintenance manuals
                  applicable to each Aircraft; (ii) so as to keep each Aircraft
                  in good and safe operating condition; and (iii) so as to keep
                  the Aircraft in such operating condition as may be necessary
                  to enable the airworthiness certification of the Aircraft to
                  be maintained in good standing. Mesa shall retain full
                  authority and control over the service, repair, maintenance,
                  overhauling and testing of each Aircraft. AWA shall have no
                  obligations or duties with respect to the service, repair,
                  maintenance, overhauling or testing of any Aircraft.

         2.6.2    Ground Equipment. Mesa, at its sole cost and expense, shall
                  service, repair, maintain and clean (or cause to be serviced,
                  repaired, maintained or cleaned) all ground equipment and
                  facilities in accordance with AWA guidelines, provided by AWA
                  to Mesa, for cleaning, maintenance and appearance.

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         2.6.3    Location. Mesa shall maintain three maintenance bases,
                  currently located in Fresno, California for CRJs, Grand
                  Junction, Colorado for Dash 8s, and Farmington, New Mexico for
                  Beech 1900s. Each Schedule prepared by AWA shall provide for
                  not less than 20% of the Dash 8s and CRJs and 1 of the Beech
                  1900s to remain overnight at the applicable maintenance base
                  each night. AWA acknowledges that a separate maintenance base
                  shall be maintained by Mesa for each CRJ Subfleet. One
                  Aircraft shall remain overnight for 10 hours and the remainder
                  for at least 8 hours. Mesa shall not relocate any maintenance
                  base, without the prior written consent of AWA, which consent
                  may be withheld if the new location fails to meet AWA's
                  maintenance base requirements. Each CRJ maintenance base shall
                  be staffed and equipped to maintain a fleet of up to 25
                  Aircraft. Mesa shall add maintenance bases as necessary to
                  provide the Flight Services and Other Services at locations
                  which meet AWA's maintenance base requirements and are
                  approved by AWA. AWA, by providing Mesa with at least 180
                  days' prior written notice, may require Mesa to close any
                  maintenance base. Upon Mesa assigning to AWA all of its right,
                  title and interest in the lease of the maintenance base that
                  is closed (together with any required landlord consent), AWA
                  shall reimburse Mesa for all actual out-of-pocket costs and
                  expenses incurred by Mesa in closing such maintenance bases.

2.7      Emergency Operations. Mesa and AWA shall coordinate to develop a plan
         that complies with applicable Regulations (as defined below) to be
         implemented in the event of any incident involving personal injury or
         death to a passenger or crew member on a Flight. The emergency response
         teams of AWA and Mesa shall coordinate their efforts and shall
         cooperate fully in response to such emergency.

2.8      Fleet Configuration, Cleanliness and Appearance.

         2.8.1    Configuration. All Dash 8 and Beech 1900 Aircraft in the Fleet
                  on the Contract Date and Dash 8 and Beech 1900 Aircraft added
                  to the Fleet shall have a passenger seating configuration and
                  seating capacity as provided on the Aircraft in the Fleet on
                  the Contract Date. Each CRJ in the Fleet on the Contract Date
                  shall retain the seating configuration and capacity as exists
                  on the Contract Date. Each CRJ added to the Fleet pursuant to
                  Section 2.2 shall have the seating configuration and capacity
                  as provided for such Aircraft on Exhibit A. AWA, at AWA,s cost
                  and expense, may require Mesa to reconfigure or change the
                  seating capacity of an Aircraft. All such requested changes
                  shall be implemented within 180 days after Mesa's receipt of
                  written request from AWA.

         2.8.2    Cleanliness. Mesa, at its sole cost and expense, shall cause
                  all Aircraft to be cleaned and maintained in an appearance in
                  accordance with cleaning standards, requirements and
                  guidelines promulgated by AWA from time to time and provided
                  to Mesa in writing.

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2.9      Post-Departure Procedures. Mesa shall perform airport post-departure
         procedures (as defined in AWA's Customer Service Manual) and be
         responsible for securing and controlling all the contents in the ticket
         lift envelopes. All ticket lift envelopes should be forwarded and
         co-mailed to ELP/NPC within 24 hours after flight operations. Mesa
         shall be liable for losses to AWA as a result of the loss, misuse,
         theft or forgery of AWA passenger tickets (including lifted flight
         coupons and auditor's coupons for sold tickets) in Mesa's possession or
         control or the associated cash receipts. If actual documented losses to
         AWA resulting from erroneous or fraudulent system transactions due to
         Mesa's or its employees' failure to adhere to AWA policies and
         procedures exceed the actual documented losses incurred by AWA from
         erroneous or fraudulent system transactions, calculated monthly on a
         rate per passenger per month basis for each airline (the "Excess
         Losses"), then Mesa, within 10 days after receipt of written demand
         together with the calculation of Excess Losses, shall pay to AWA an
         amount equal to the Excess Losses times the number of passengers flown
         on Flights during the applicable calendar month.

2.10     Other Aircraft Handling and Ground Services. Mesa, at AWA's request,
         shall provide the Other Services and aircraft ground handling services
         for flights and aircraft operated by AWA and its code share partners at
         stations at which Mesa provides the Other Services pursuant to Section
         2.3. The costs and expenses of providing such Other Services and
         aircraft ground handling shall be charged to the airline (other than
         AWA) at market rates and in the case of AWA at actual out-of-pocket
         cost to Mesa plus 8%.

2.11     Airport Slots. Upon each written request by AWA to Mesa, Mesa or the
         Affiliated Service Providers, as applicable, shall transfer the rights
         to airport slots operated by Mesa and used for America West Express
         service at New York LaGuardia (LGA), Chicago O'Hare (ORD), Ronald
         Reagan Washington National (DCA) and any other slot controlled airports
         to any carrier(s) designated by AWA; provided, however, that Mesa or
         the Affiliated Service Providers, as applicable, shall not be required
         to transfer any slots at slot controlled airports acquired by Mesa or
         the Affiliated Service Providers, as applicable, and used for flights
         other than Flights pursuant to this Agreement. Upon receiving such
         request from AWA, Mesa shall prepare and process, within thirty (30)
         days, all documentation necessary to execute the transfer of the
         airport slots requested by AWA in its notice.

2.12     MAPPER System. AWA and Mesa, at AWA's cost and expense, shall use
         commercially reasonable efforts to install AWA's internal MAPPER System
         ("MAPPER System") at all airport stations to and from which Flight
         Services are provided by September 1, 2001. AWA, at AWA's cost and
         expense, shall train Mesa personnel on the use of the MAPPER System.
         The MAPPER System shall be installed in all new stations when such
         stations are activated. Mesa shall cause its employees and
         subcontractors to input all flight and other operational and passenger
         data and information that the MAPPER System is capable of receiving as
         soon as such data and information is available. All operational
         statistics for each Flight shall be input into the MAPPER System within
         1 hour after each

                                       10
<PAGE>   11
         departure. Commencing on the 90th day after the MAPPER System is
         installed at a station, if Mesa fails to input any information or data
         into the MAPPER System, then Mesa, within 10 days after receipt of
         written demand, shall pay to AWA an amount equal to $100.00 for each
         entry not made. Mesa shall not be required to pay a penalty for any
         data not entered into the MAPPER System as a result of a system
         failure. Absent manifest error, MAPPER System data, information and
         records shall be the controlling data, information and records for all
         statistics used for purposes of calculation of penalties, payments and
         bonuses under this Agreement. No penalty for failure to input data
         shall be assessed more than 180 days after the date the data was to be
         entered.

3. Rights, Responsibilities and Obligations of AWA.

         3.1      Flight Management Items. AWA, in its sole discretion, shall:
                  (i) designate from time to time, pursuant to each Schedule
                  Notice, the routes on and destinations to which Mesa is to
                  provide the Flight Services and the times of departure for the
                  Flights; (ii) set the fares to be paid for such Flights by the
                  passengers; and (iii) be responsible for the passenger
                  booking, yield management and overbooking of Flights, limited
                  only by the Fleet required to be maintained by Mesa pursuant
                  to this Agreement.

         3.2      Marketing/Revenue. AWA, in its sole discretion and at its sole
                  cost, shall market, advertise and sell tickets on all Flights.
                  AWA shall provide all reservation services for the Flight
                  Services and shall pay all ticketing and advertising expenses,
                  credit card charges, travel agent commissions and CRS fees
                  applicable to such services. AWA shall be entitled to retain,
                  and Mesa shall pay to AWA, all revenue and income generated by
                  the Flight Services. Mesa shall provide to AWA all tickets and
                  other revenue documentation collected or lifted by Mesa. Mesa,
                  on a daily basis, shall remit to AWA any revenue collected by
                  Mesa in connection with the Flight Services and Other Services
                  into bank accounts established by AWA. Mesa shall be
                  responsible for any revenue shortfall not remitted to AWA and
                  shall pay such shortfall within 10 days after receipt of
                  written demand from AWA which demand shall document the
                  shortfall in reasonable detail. AWA shall process Mesa lifted
                  passenger lift documents using standard industry pricing
                  procedures. Mesa agrees to cooperate with AWA on any special
                  pricing or reporting requirements. Mesa shall supply AWA with
                  specific traffic reporting requirements.

         3.3      Airport Services. AWA, at its sole cost and expense, shall:
                  (i) provide curb-side service, check-in service, ticketing and
                  security services at AWA Service Locations for all Flights;
                  (ii) transfer all baggage for passengers connecting from AWA
                  flights to Flights in a timely manner to ensure all baggage is
                  placed on those connecting Flights; and (iii) provide such
                  other ground services selected by AWA at locations selected by
                  AWA in writing to Mesa. To the extent Other Services are
                  provided by AWA, the costs of such services shall not be
                  included in the Actual Costs or Guaranteed Non-Maintenance
                  Costs. AWA shall pay the rent for the terminal and gates at
                  Sky Harbor Airport.

                                       11

<PAGE>   12
         3.4      Other Code Share Partners. AWA shall have the right to enter
                  into code share, joint marketing, charter or other
                  alliance-type agreements with any other flight service
                  commuter operator to provide flight services to any
                  destinations or for any routes. AWA may permit any of AWA's
                  other code share partners to place their code on any Flight.
                  AWA or its code share partners shall pay all costs and
                  expenses incurred by Mesa in placing such other code on such
                  Flights.

         3.5      Charters. AWA, at its sole discretion, may market charter
                  flights on the Aircraft. Mesa shall operate such charter
                  flights provided flight crews and Aircraft are available and
                  not otherwise subject or committed to maintenance
                  requirements. Mesa is required to operate the charters in a
                  manner consistent with the terms of this Agreement. In respect
                  of any charter flight, AWA and Mesa, in good faith, shall
                  negotiate the costs and expenses to be paid by AWA for such
                  services. Mesa, upon 90 days' prior written notice to AWA, may
                  use any Aircraft for company business; provided, however, that
                  no such trips may disrupt scheduled Flights. If such trips
                  disrupt scheduled Flights, Mesa, within 10 days after receipt
                  of written demand, shall pay to AWA an amount equal to
                  [...***...] times the number of Flights disrupted (the
                  "Disruption Fee"). If the Disruption Fee is not paid timely,
                  then AWA may offset the Disruption Fee against the next
                  amounts due by AWA to Mesa.

         3.6      Executive Travel. AWA shall provide Mesa with travel cards for
                  the five top executives of Mesa for business travel and
                  personal travel on AWA flights on the same terms and
                  conditions as provided to AWA officers. Mesa is not permitted
                  to offer barter travel on AWA flights or Flights in exchange
                  for goods or services. In the event of any breach of the terms
                  of this Section, Mesa, within 10 days after receipt of written
                  request, shall pay to AWA the full coach fare for the
                  flight(s) taken in violation of the terms of this Section.

4. Compliance with Regulations.

         4.1      Regulations. Mesa shall perform its obligations and duties
                  under this Agreement, including, without limitation, all
                  Flight Services and Other Services in full compliance with any
                  and all applicable laws, ordinances, codes, statutes, orders,
                  directives, mandates, requirements, rules and regulations,
                  whether now in effect or hereafter adopted or promulgated, of
                  all governmental agencies having jurisdiction over Mesa's
                  operations, including but not limited to the FAA and the DOT
                  (collectively, "Regulations").

         4.2      Flight Operations. Mesa shall be responsible for the operation
                  of each Aircraft and the safe performance of the Flights in
                  accordance with the Regulations and airline industry standard
                  practice and shall retain full authority, operational control
                  and possession of the Aircraft to do so. Mesa, its agents or
                  employees, for the purpose of the safe performance of the
                  Flights, shall have absolute discretion in and shall have sole
                  responsibility for all matters concerning the preparation of
                  each Aircraft for its Flights, and all other matters relating
                  to the technical operation of the Aircraft. Mesa, insofar as
                  such relates to the safe operation of a Flight, shall have
                  sole and absolute discretion as to the load carried and its


                                             ***CONFIDENTIAL TREATMENT REQUESTED


                                       12
<PAGE>   13
                  distribution and as to the decision whether such Flight shall
                  be taken. Mesa shall be solely responsible for and AWA shall
                  have no obligations or duties with respect to the dispatch of
                  all Flights.

         4.3      Registration. All Aircraft shall remain registered in the
                  United States of America in accordance with the Regulations.

         4.4      Disclosure. Mesa, upon 2 business days' prior written request,
                  shall provide AWA the opportunity to review all operating
                  specifications, operational regulations, manuals and
                  calculations with respect to all Aircraft and flight
                  statistics with respect to all Flights at Mesa's corporate or
                  other relevant offices where such records are located.

         4.5      Review/Audit. AWA or its independent accountants, upon 2
                  business days' prior written notice, may review, at Mesa's
                  corporate office, airport ticket offices and other relevant
                  offices, all records, books, logs, files, documentation and
                  information maintained by Mesa, or any of its maintenance or
                  service contracts, in connection with Flight operation, safety
                  and regulatory compliance, employee training, Flight dispatch,
                  Aircraft use, operation, maintenance and repair, Flight
                  incidents and governmental orders, mandates and requirements.
                  AWA, to the extent AWA deems necessary, may make unannounced
                  visits and inspections at airport ticket offices and stations
                  to insure Mesa's and its employees', agents' and contractors'
                  compliance with the terms and conditions of this Agreement.

         4.6      Reporting. This Agreement shall be treated as a code share for
                  DOT reporting requirements. AWA shall provide Mesa with such
                  information necessary for Mesa to make the DOT reports and
                  disclosures.

5. Operational Performance Criteria, Incentives and Penalties.

         5.1      DOT Complaint Rate Criteria. Mesa shall not permit its annual
                  DOT Complaint Rate (defined below) for Flight Services to
                  exceed the annual DOT Complaint Rate of AWA. The "DOT
                  Complaint Rate" is defined as the number of consumer
                  complaints received by the DOT for a given calendar year
                  expressed in terms of the number of complaints per 100,000
                  passengers flown during that calendar year by Mesa and AWA;
                  provided, however, that the DOT Complaint Rate shall exclude
                  consumer complaints relating solely to (i) overbooking; (ii)
                  fares; (iii) Aircraft size or suitability; (iv) schedule; and
                  (v) food service. For purposes of this Agreement, "AWA's DOT
                  Complaint Rate" shall mean AWA's actual DOT Complaint Rate
                  multiplied by [...***...]. DOT complaints made against AWA for
                  America West Express service shall be allocated to Mesa for
                  the purpose of calculating Mesa's and AWA's DOT Complaint
                  Rates. If Mesa's DOT Complaint Rate exceeds AWA's DOT
                  Complaint Rate in any calendar year during the Term of this
                  Agreement, Mesa, within 10 days after receipt of written
                  demand from AWA, shall pay to AWA a penalty equal to
                  [...***...] multiplied by the amount by which Mesa's DOT
                  Complaint Rate exceeds AWA's DOT Complaint Rate. For example,
                  if AWA's DOT Complaint Rate for a given year is [...***...]
                  per 100,000 passengers and Mesa's is [...***...] per 100,000
                  passengers, Mesa


                                             ***CONFIDENTIAL TREATMENT REQUESTED


                                       13
<PAGE>   14
                  would pay AWA the product of [...***...] x [...***...]
                  or [...***...]. On each anniversary date of the Contract Date,
                  the penalty payment amount shall be increased by the increase
                  in the CPI, as determined in accordance with Section 7.4.


         5.2      Mishandled Baggage Rate Criteria. Commencing January 1, 2002,
                  Mesa shall not permit its monthly MBR (defined below) for
                  Flight Services to exceed the monthly MBR of AWA. The "MBR" is
                  defined as the number of lost baggage claims entered into the
                  world tracer system for a given month expressed in the terms
                  of the number of entries per 1,000 bags handled during that
                  calendar month by Mesa and AWA. Mesa shall enter all lost
                  baggage claims into the world tracer system within 2 hours
                  after the lost baggage claim is made by a passenger. If Mesa's
                  MBR exceeds AWA's MBR by [...***...] or more in any calendar
                  month during the Term of this Agreement, Mesa, within 10 days
                  after receipt of written demand from AWA, shall pay to AWA a
                  penalty equal to [...***...]. If Mesa's MBR exceeds AWA's MBR
                  for three consecutive calendar months, Mesa, within 10 days
                  after receipt of written demand, shall pay to AWA an
                  additional penalty of [...***...] for such three-month period
                  and for each consecutive month thereafter that Mesa's MBR
                  exceeds AWA's MBR, the penalty shall be [...***...] per month.
                  On each anniversary date of the Contract Date, the penalty
                  payment amount shall be increased by the increase in the CPI,
                  as determined in accordance with Section 7.4.

         5.3      On Time Performance Rate Criteria. Mesa shall not permit

                  Mesa's OTP Rate (as defined below) for any Six Month Period
                  (as defined below) to fall below: (i) [...***...] percentage
                  points above AWA's OTP Rate for Schedules operated by Mesa out
                  of the Phoenix Sky Harbor International hub; and (ii)
                  [...***...] percentage points below the AWA's OTP Rate for
                  Schedules operated out of the Columbus, Ohio hub (the "OTP
                  Rate Threshold"). The Phoenix Sky Harbor International hub and
                  Columbus hub are each referred to as a "Hub." The "OTP Rate"
                  is defined as the percentage determined by dividing the number
                  of flight segments not Delayed (as defined below) by the total
                  number of flight segments during the applicable Six Month
                  Period. For purposes of this Agreement, "Delayed" means a
                  flight segment that does not arrive at the destination within
                  15 minutes after the scheduled arrival time. All Flights will
                  be included for calculating the OTP Rate. A canceled flight
                  (except ones cancelled because of no passengers and the
                  reasons set out in Section 5.4(v)) is a Delayed flight. To the
                  extent that Mesa's OTP Rate for either Hub Schedule falls
                  below the applicable OTP Rate Threshold for any Six Month
                  Period, Mesa, within 10 days after receipt of written demand,
                  shall pay to AWA the OTP Penalty Amount (as defined below) for
                  each percentage point, or portion thereof, by which Mesa's OTP
                  Rate for either Hub Schedule falls below the OTP Rate
                  Threshold for such Six Month Period. The "OTP Penalty Amount"
                  for each Hub is an amount equal to [...***...] times a
                  fraction, the numerator of which is the daily average of
                  Aircraft providing Flight Services to and from the Hub during
                  the applicable Six Month Period and the denominator of which
                  is the daily average of all Aircraft providing Flight Services
                  during the applicable Six Month Period. On each anniversary
                  date of the Contract Date the dollar amounts used for
                  calculating the OTP Penalty Amount shall be increased

                                             ***CONFIDENTIAL TREATMENT REQUESTED

                                       14
<PAGE>   15
                  by the increase in the CPI, as determined in accordance with
                  Section 7.4. AWA, within 10 days after receipt of written
                  demand, shall pay to Mesa [...***...] for each percentage
                  point, or portion thereof, by which Mesa's OTP Rate system
                  wide exceeds [...***...] for any Calendar Quarter. On each
                  anniversary date of the Contract Date, the bonus amount shall
                  be increased by the increase in CPI, as determined in
                  accordance with Section 7.4. "Six Month Period" means each
                  January 1 - June 30 and July 1 - December 31 and "Calendar
                  Quarter" means each 3 calendar month period commencing January
                  1 of each year.

         5.4      Flight Completion Factor. Mesa shall not permit its FCF

                  (defined below) for any Calendar Quarter to fall below: (i)
                  [...***...] for Schedules operated out of the Phoenix Sky
                  Harbor International Airport Hub; and (ii) [...***...] for
                  Schedules operated out of the Columbus, Ohio Hub (each, an
                  "FCF Threshold"). "FCF" is defined as the percentage of
                  published, scheduled Flights completed for a Calendar Quarter.
                  Flights not completed due to: (i) weather; (ii) cancellation
                  or overflight because of no passengers; (iii) air traffic
                  control cancellations; (iv) cancellations resulting from an
                  emergency airworthiness directive from the FAA affecting all
                  aircraft similarly equipped to the Aircraft in any Subfleet
                  (not just those owned or operated by Mesa); or (v)
                  cancellations resulting from the sole acts or omissions of AWA
                  or its employees, including, without limitation, damage to an
                  Aircraft, will not be included in either the numerator or
                  denominator for calculating the FCF. Mesa, within 10 days
                  after receipt of written demand, shall pay to AWA the FCF
                  Penalty Amount for each tenth of a percentage point, or
                  portion thereof, by which Mesa's FCF for either Hub Schedule
                  falls below the applicable FCF Threshold. The "FCF Penalty
                  Amount" for each Hub is an amount equal to [...***...] times a
                  fraction, the numerator of which is the daily average of
                  Aircraft providing Flight Services to and from the Hub during
                  the Calendar Quarter and the denominator of which is the daily
                  average of all Aircraft providing Flight Services under this
                  Agreement during the Calendar Quarter. On each anniversary
                  date of the Contract Date the dollar amount used for
                  calculating the FCF Penalty Amount shall be increased by the
                  increase in the CPI, as determined in accordance with Section
                  7.4. AWA, within 10 days after receipt of written demand,
                  shall pay to Mesa [...***...] for each tenth of a percentage
                  point by which Mesa's FCF system wide exceeds [...***...] in
                  any Calendar Quarter. On each anniversary date of the Contract
                  Date, the bonus amount shall be increased by the increase in
                  CPI, as determined in accordance with Section 7.4.

         5.5      Records. Within 5 days after the end of each calendar month
                  Mesa shall provide to AWA statements certified by Mesa's chief
                  financial officer as to Mesa's OTP Rate and FCF for the prior
                  calendar month and, as applicable, the prior Calendar Quarter
                  and Six Month Period, together with such supporting
                  documentation and information as AWA may request. AWA or its
                  designee, upon 2 business days' prior written notice, may
                  review, at Mesa's corporate or other relevant offices, all
                  records and files maintained by Mesa in connection with
                  on-time performance and flight completions. If AWA's or its
                  designee's review of the records or files reveals that Mesa
                  has under or overstated, as applicable, Mesa's OTP Rate or
                  FCF, then Mesa, upon demand, shall pay all sums due based on
                  the accurate calculations, the actual out-of-pocket costs and
                  expenses of AWA in completing

                                             ***CONFIDENTIAL TREATMENT REQUESTED

                                       15
<PAGE>   16
                  such review and the applicable penalties payable based on such
                  new calculation. If such under or overstatement is willful
                  or intentional, then Mesa, within 10 days after receipt
                  of written demand, shall pay to AWA an amount equal to
                  [...***...] per occurrence.

         5.6      Limitation on Applicability of Standards, Criteria,
                  Incentives, and Penalties. AWA acknowledges that Mesa and the
                  Affiliated Service Providers operate flights and provide
                  flight services and other services under their own names
                  and/or under names or service marks other than America West
                  Express using aircraft that are not included in the Fleet and
                  that are not subject to this Agreement. Notwithstanding any
                  other term, condition or provision hereof to the contrary, the
                  standards, criteria, incentives and penalties set forth above
                  in this Section 5 apply only to Flight Services, Flights and
                  Other Services performed by Mesa and the Affiliated Service
                  Providers hereunder operating as America West Express and not
                  to any other flights, flight services or other services
                  performed by Mesa and the Affiliated Service Providers under
                  their own names or under a name or service mark other than
                  America West Express. Thus, in calculating Mesa's DOT
                  Complaint Rate, the MBR, the OTP rate, the FCF, and all
                  incentives and penalties set forth above, only Flight Services
                  and Other Services performed by Mesa and the Affiliated
                  Service Providers under the service mark America West Express
                  shall be taken into account in calculating such rates and
                  assessing such incentives and penalties.

6. Irregular Operations. The misconnect and denied boarding benefits provided by
Mesa to passengers (each, a "Misconnect Benefit Package") shall be similar in
amount and scope to those offered by AWA in similar circumstances and geographic
areas (the "AWA Standards"). AWA shall not be required to reimburse Mesa for any
Misconnect Benefit Package which is in excess of the AWA Standards.

7. Payment of Fees/Revenue Sharing. Commencing on the Effective Date and
retroactive to the Contract Date, Mesa and AWA hereby agree to pay the following
sums as consideration for this Agreement and the provision of the Flight
Services and Other Services provided for herein:

         7.1      Mesa Actual Costs. AWA, in accordance with Section 7.5, shall
                  reimburse to Mesa the following actual costs and expenses
                  actually paid by Mesa in connection with performing the Flight
                  Services and Other Services ("Actual Costs"):

                  7.1.1    Hull insurance premiums and commissions paid by Mesa
                           for each Aircraft for the prior calendar month.
                           Insurance shall be allocated and paid by AWA on a
                           monthly basis equally over the applicable premium
                           period for which the insurance is paid. Insurance
                           shall be prorated by Mesa in any premium period
                           during which an Aircraft is added or deleted from
                           this Agreement. If the monthly insurance payments
                           made by AWA are less than the actual premiums paid by
                           Mesa, then AWA shall pay such excess in the month
                           Mesa pays the insurance premiums. If the monthly
                           payments made by AWA exceed the actual insurance
                           premiums, then AWA shall be entitled to a credit
                           against the next payment of the Actual Costs in an

                                             ***CONFIDENTIAL TREATMENT REQUESTED

                                       16
<PAGE>   17
                           amount equal to such overpayment. Mesa, within 10
                           days after receipt, shall provide AWA with copies of
                           all premium notices received for insurance premiums.

                  7.1.2    Liability insurance premiums and commissions paid by
                           Mesa for the Flight Services on a revenue passenger
                           mile basis. Insurance shall be allocated and paid on
                           a monthly basis equally over the applicable premium
                           period for which the insurance is paid. Insurance
                           shall be prorated by Mesa in any premium period
                           during which this Agreement commences, terminates or
                           expires. If the monthly insurance payments made by
                           AWA are less than the actual premiums paid by Mesa,
                           then AWA shall pay such excess in the month Mesa pays
                           the insurance premiums. If the monthly payments made
                           by AWA exceed the actual insurance premiums, then AWA
                           shall be entitled to a credit against the next
                           payment of the Actual Costs in an amount equal to
                           such overpayment. Mesa, within 10 days after receipt,
                           shall provide AWA with copies of all premium notices
                           received for insurance premiums.

                  7.1.3    Property taxes paid by Mesa for each Aircraft or the
                           Fleet. Property taxes shall be allocated and paid on
                           a monthly basis equally over the applicable tax
                           period for which the property taxes are assessed and
                           paid. If an Aircraft is added to the Fleet after
                           property taxes are assessed for a tax period and Mesa
                           does not owe taxes for such Aircraft for such tax
                           period, then AWA shall not pay property taxes on the
                           Aircraft for such tax period. AWA shall pay the full
                           year property taxes for the year in which an Aircraft
                           is deleted from the Fleet in the manner provided
                           herein if such Aircraft is not placed in revenue
                           service outside this Agreement (in which case such
                           taxes shall be prorated). If the monthly tax payments
                           made by AWA are less than the actual property taxes
                           assessed and paid by Mesa, then AWA shall pay such
                           excess in the month Mesa pays the property taxes. If
                           the monthly payments made by AWA exceed the actual
                           property taxes assessed, then AWA shall be entitled
                           to a credit against the next payment of Actual Costs
                           in an amount equal to such overpayment. Mesa, within
                           10 days after receipt, shall provide AWA with copies
                           of all tax notices received for property taxes
                           assessed against any portion of the Fleet.

                  7.1.4    De-Icing expenses paid by Mesa for each Aircraft for
                           the prior calendar month.

                  7.1.5    Fuel costs paid by Mesa during the prior calendar
                           month, calculated as gallons of fuel burned per hour.
                           If in any calendar month Mesa's estimated fuel costs
                           exceed the Actual Costs for fuel for such calendar
                           month by more than 3%, then thereafter, for the
                           purpose of calculating Estimated Costs pursuant to
                           Section 7.5 below, Mesa shall use AWA's fuel forecast
                           for the fuel costs.


                                       17
<PAGE>   18
                  7.1.6    Landing fees calculated per Flight departure incurred
                           during the prior calendar month.

                  7.1.7    Security outside AWA Service Locations calculated per
                           America West Express passenger.

                  7.1.8    Passenger and ground handling costs incurred at
                           stations maintained by Mesa more particularly
                           described on Exhibit B ("Station Costs"), not to
                           exceed in each calendar year the amount set forth in
                           the budget for each calendar year (the "Station
                           Budget"); provided, however, that if AWA changes a
                           Schedule and such change in the Schedule directly
                           results in any Station Costs exceeding the amount set
                           forth in the Station Budget, then Station Costs shall
                           include such costs in excess of the Station Budget to
                           the extent directly attributable to the Schedule
                           change. The Station Budget for each calendar year,
                           together with such backup information requested by
                           AWA, shall be prepared and provided to AWA by Mesa on
                           or before October 1 of the prior calendar year. The
                           Station Budget shall be based on Mesa's commercially
                           reasonable estimate of the actual costs that are to
                           be incurred during the next calendar year. If AWA
                           does not approve the Station Budget for any station,
                           then AWA may convert such station to an AWA Service
                           Location pursuant to Section 2.3.

                  Mesa shall not enter into any contract with an affiliate to
                  provide the services or materials for which AWA pays the
                  Actual Costs unless such contract is on commercially
                  reasonable terms substantially similar to those available in
                  the market place for arms-length transactions with third
                  parties. In the event any of the services or materials for
                  which AWA pays the Actual Costs are purchased for the Flight
                  Services and Other Services provided by this Agreement and for
                  other services provided by Mesa and its affiliates, then the
                  costs of such services and materials shall be equitably
                  allocated to Actual Costs payable by AWA such that AWA only
                  pays for the portion of such costs attributable to the Flight
                  Services or Other Services provided by this Agreement. Mesa
                  shall use commercially reasonable efforts to operate the
                  Flight Services and Other Services in an efficient and cost
                  effective manner to minimize the Actual Costs payable by AWA
                  while maintaining the quality and quantity of services
                  required by this Agreement. Mesa shall take all commercially
                  reasonable actions to minimize the taxes imposed on the Fleet.
                  If requested by AWA, in writing, AWA on behalf of Mesa may
                  pursue any tax protest or contest for property taxes imposed
                  on the Fleet or any Aircraft in the Fleet in the manner
                  prescribed by applicable law. An "affiliate" of Mesa means any
                  person or entity controlling, controlled by or under common
                  control with Mesa.

         7.2      Mesa Guaranteed Costs. AWA, in accordance with Section 7.5,
                  shall pay to Mesa:

                  (a)      the lesser of (i) the actual costs and expenses
                           associated with certain of the Flight Services and
                           Other Services (the "Guaranteed Non-Maintenance
                           Costs") set forth in the cost and expense categories
                           set forth in Exhibit C, attached hereto (the
                           "Guaranteed Non-Maintenance Costs Schedule"), or


                                       18
<PAGE>   19
                           (ii) the amounts set forth in the Guaranteed
                           Non-Maintenance Costs Schedule for each cost and
                           expense category set forth in Exhibit C, attached
                           hereto (the "Guaranteed Non-Maintenance Costs Caps");
                           and

                  (b)      an amount for maintenance costs and expenses equal to
                           the amounts set forth on Exhibit D (the "Guaranteed
                           Maintenance Costs").

                  The Guaranteed Non-Maintenance Costs Caps and Guaranteed
                  Maintenance Costs shall be adjusted on each anniversary of the
                  Contract Date in accordance with Section 7.4 below. If the
                  Term of this Agreement commences or expires or an Aircraft is
                  added or eliminated from the Fleet on other than the first or
                  last day of a calendar month, then the Guaranteed
                  Non-Maintenance Costs and Guaranteed Maintenance Costs payable
                  by AWA under this Agreement or for such Aircraft shall be
                  prorated based on the actual number of days this Agreement is
                  in effect or the Aircraft is in the Fleet during such month
                  and the actual number of days in such month. Payment of
                  Guaranteed Non-Maintenance Costs and Guaranteed Maintenance
                  Costs for an Aircraft shall commence on the Aircraft Scheduled
                  Delivery Date unless the Aircraft is delivered late in which
                  case payment will begin on the actual delivery date. If an
                  Aircraft, at AWA's written request, is placed into Flight
                  Services prior to the Scheduled Delivery Date, then payment of
                  the Guaranteed Non-Maintenance Costs and Guaranteed
                  Maintenance Costs for such Aircraft shall commence on the date
                  requested by AWA.

         7.3      Contract Negotiation. AWA may assist Mesa in the negotiation
                  of contracts for the provision of materials or services
                  subject to the Actual Costs, Guaranteed Non-Maintenance Costs
                  and Guaranteed Maintenance Costs provided Mesa is not subject
                  to an existing contract for such services or materials.

         7.4      Guaranteed Costs Adjustment.

                  7.4.1    CPI Adjustment. For the purposes of calculating CPI
                           increases in Guaranteed Non-Maintenance Costs Caps,
                           increases in the Guaranteed Maintenance Costs,
                           increases in bonuses or penalties pursuant to Section
                           5 or increases in the base EAS Subsidies pursuant to
                           Section 7.7 the following definitions and formulas
                           shall be applied:

                           (a)      Definition. "CPI" shall mean the Consumer
                                    Price Index, U.S. City Average, Urban Wage
                                    Earners and Clerical Workers, All Items
                                    (base index year 1982-84 = 100) as published
                                    by the United States Department of Labor,
                                    Bureau of Labor Statistics. If the manner in
                                    which the Consumer Price Index as determined
                                    by the Bureau of Labor Statistics shall be
                                    substantially revised, including, without
                                    limitation, a change in the base index year,
                                    an adjustment shall be made by the parties
                                    in such revised index which would produce
                                    results equivalent, as nearly as possible,
                                    to those which would have been obtained if
                                    such Consumer Price Index had not been so
                                    revised. If the Consumer Price Index shall
                                    become unavailable to the public because
                                    publication is not readily available to
                                    enable the


                                       19
<PAGE>   20
                                    parties to make the adjustment referred to
                                    in this Section, then the parties shall
                                    mutually agree to substitute therefor a
                                    comparable index based upon changes in the
                                    cost of living or purchasing power of the
                                    consumer dollar published by any other
                                    governmental agency or, if no such index
                                    shall be available, then a comparable index
                                    published by a major bank or other financial
                                    institution or by a university or a
                                    recognized financial publication.

                           (b)      Adjustment Formula. On each anniversary of
                                    the Contract Date (each an "Adjustment
                                    Date"), to determine the amount of
                                    adjustment or increase based on CPI, the
                                    applicable Guaranteed Non-Maintenance Costs
                                    Caps, the Guaranteed Maintenance Costs,
                                    bonuses or penalties and EAS Subsidies, as
                                    applicable, in effect for the prior year,
                                    shall be adjusted by multiplying the
                                    Guaranteed Non-Maintenance Costs Caps on the
                                    Guaranteed Non-Maintenance Costs Schedule,
                                    the Guaranteed Maintenance Costs, bonuses or
                                    penalties and EAS Subsidies, as applicable,
                                    in effect for the prior year, by a fraction,
                                    the numerator which shall be the CPI for the
                                    third full calendar month immediately
                                    preceding the Adjustment Date, and the
                                    denominator of which shall be the CPI for
                                    the same calendar month in the immediately
                                    preceding calendar year (the "Adjustment").

                  7.4.2    Governmental Requirements. If any governmental rule,
                           order, regulation or requirement affecting: (i) all
                           aircraft similarly equipped as the Aircraft in any
                           Subfleet (not just those owned by Mesa); or (ii) all
                           airlines flying similar equipment as the Aircraft
                           (not just Mesa), results in an increase in any of the
                           Guaranteed Non-Maintenance Costs or Guaranteed
                           Maintenance Costs such that the actual Guaranteed
                           Non-Maintenance Costs or Guaranteed Maintenance Costs
                           will exceed the then applicable Guaranteed
                           Non-Maintenance Costs Cap or amounts set forth on
                           Exhibit _D for the Guaranteed Maintenance Costs, then
                           the applicable Guaranteed Non-Maintenance Costs Cap
                           or Guaranteed Maintenance Costs shall be increased by
                           such amount, as of the effective date of such
                           governmental regulation, rule, order or requirement.

                  7.4.3    Amendment. Mesa and AWA shall execute an amendment to
                           Exhibit C and Exhibit D within 10 days after each
                           adjustment occurs pursuant to this Section 7.4. The
                           failure to execute such an amendment shall not affect
                           the effectiveness of any adjustment or the bases for
                           any subsequent adjustment. Each adjusted Guaranteed
                           Non-Maintenance Costs Cap and Guaranteed Maintenance
                           Costs shall be effective until the next adjustment of
                           such Guaranteed Non-Maintenance Costs Cap and
                           Guaranteed Maintenance Costs pursuant to this Section
                           7.4.

                  7.4.4    Guaranteed Maintenance Costs Reconciliation. Within
                           180 days after the expiration or termination of this
                           Agreement, AWA, by written notice to Mesa, may review
                           and audit Mesa's records and files relevant to the
                           actual


                                       20
<PAGE>   21
                           maintenance costs paid by Mesa in the categories set
                           forth on Exhibit D. If AWA's review of the records
                           and files reveals that the actual maintenance costs
                           paid by Mesa during the term of this Agreement was
                           less than the sum of all the Guaranteed Maintenance
                           Costs paid by AWA during the term of this Agreement
                           (the "Excess Maintenance Payments"), then Mesa,
                           within 30 days after receipt of written demand, shall
                           pay to AWA an amount equal to the Excess Maintenance
                           Payments. The terms and conditions of this Section
                           shall survive the termination or expiration of this
                           Agreement. Mesa shall maintain and retain all
                           maintenance cost and expense records and files for
                           the entire Term of this Agreement and for at least
                           one year after the expiration or termination of this
                           Agreement.

         7.5      Payment of Actual and Guaranteed Non-Maintenance Costs.

                  7.5.1    Estimates. AWA shall pay to Mesa the estimated Actual
                           Costs, Guaranteed Non-Maintenance Costs (using the
                           Guaranteed Maintenance Costs Caps) and Guaranteed
                           Maintenance Costs for each calendar month based on a
                           98% FCF (the "Estimated Costs") as follows: By the
                           20th day of each calendar month, Mesa shall provide
                           AWA with a good faith statement of the Estimated
                           Costs for the following calendar month. On or before
                           the 7th, 14th, 21s' and 28th day of each calendar
                           month (or next business day thereafter if any such
                           dates is other than a business day), AWA shall pay
                           25% of the Estimated Costs for such calendar month.

                  7.5.2    Monthly Reconciliation. On or before the 120th day
                           after the last day of each calendar month, Mesa shall
                           submit to AWA a statement of the actual Guaranteed
                           Non-Maintenance Costs (using for each monthly
                           statement the applicable Guaranteed Non-Maintenance
                           Costs Caps), the Guaranteed Maintenance Costs and
                           Actual Costs incurred by Mesa (the "Incurred Costs")
                           and payable by AWA for such calendar month (the
                           "Incurred Costs Statement"). If the Estimated Costs
                           paid by AWA in any calendar month exceed the Incurred
                           Costs in any calendar month, then Mesa, together with
                           the Incurred Costs Statement for such calendar month,
                           shall reimburse AWA the amount by which the Estimated
                           Costs paid by AWA exceeded the Incurred Costs. If the
                           Incurred Costs in any calendar month exceed the
                           Estimated Costs paid by AWA in any calendar month,
                           then AWA, subject to the rights and procedures set
                           forth in Section 7.8, within 45 days after receipt of
                           the Incurred Costs Statement, shall reimburse and pay
                           to Mesa the amount by which the Incurred Costs exceed
                           the Estimated Costs paid by AWA for the subject
                           calendar month.

                  7.5.3    Annual Reconciliation. At any time within 120 days
                           after the expiration of each Contract Year (as
                           defined below), AWA, upon 2 Business Days prior
                           written notice to Mesa, may review and audit, or
                           cause its independent accountants to review and
                           audit, all records and files (including computer
                           databases) maintained by Mesa and relevant to the
                           calculation of the actual Guaranteed Non-Maintenance
                           Costs incurred by Mesa during the prior Contract Year
                           (the "GNMC Audit"). If the GNMC


                                       21
<PAGE>   22
                           Audit reveals that the actual Guaranteed
                           Non-Maintenance Costs actually paid by Mesa during
                           the prior Contract Year was less than the sum of all
                           the Guaranteed Non-Maintenance Costs Caps paid by AWA
                           during such Contract Year (the "Excess
                           Non-Maintenance Payments"), then Mesa, within 30 days
                           after receipt of written demand from AWA, shall pay
                           AWA an amount equal to the Excess Non-Maintenance
                           Payment. If Mesa does not pay the Excess
                           Non-Maintenance Payments to AWA timely, then AWA
                           shall have the setoff rights contained in Section 7.9
                           below. For the purposes of this section, "Contract
                           Year" means each one year period commencing on April
                           1 of each calendar year and expiring on March 31 of
                           the next calendar year. For the purposes of the first
                           "Contract Year", the year shall commence on the
                           Contract Date and expire on March 31, 2002. For
                           purposes of the last Contract Year, the Contract Year
                           shall commence on April 1 and expire on the
                           Expiration Date. For the purpose of determining the
                           actual Guaranteed Non-Maintenance Costs incurred in
                           providing the Flight Services and Other Services,
                           Guaranteed Non-Maintenance Costs subject to
                           allocation to the Flight Services and Other Services
                           shall be allocated to this Agreement by Mesa using
                           the same methodology used by Mesa in establishing the
                           Guaranteed Non-Maintenance Costs Caps.

                  7.5.4    Finality. The Incurred Costs Statement issued by Mesa
                           shall include all and be the final statement for the
                           Guaranteed Non-Maintenance Costs and Actual Costs
                           payable by AWA for the period covered by each
                           Incurred Costs Statement. AWA shall not be obligated
                           to pay any Guaranteed Non-Maintenance Costs or Actual
                           Costs for a period that are not included in the
                           applicable Incurred Costs Statement when initially
                           issued by Mesa to AWA.

         7.6      Revenue Sharing. Commencing in the first calendar month after
                  the month in which the Effective Date occurs, AWA shall pay to
                  Mesa, by the 20th day of each calendar month, an amount equal
                  to the product obtained by multiplying the Segment Revenue
                  Percentage by the Segment Revenue generated during the prior
                  calendar month. For purposes of this Agreement, the following
                  terms have the following definitions:

                  "Segment Revenue" means the portion of the total fares paid by
                  passengers allocated to the Flights flown by Mesa or the
                  Affiliated Service Providers pursuant to this Agreement, less
                  all taxes, assessments, airport charges and other governmental
                  and quasi-governmental charges included in the fares. For
                  calculating Segment Revenue, the portion of the revenue
                  attributed to the Mesa Flight segment shall be determined in
                  accordance with Straight Prorate Rule 11B of the Passenger
                  Tariff Manual produced by the Airline Tariff Publishing
                  Company.

                  "Segment Revenue Percentage" means the following percentages
                  based on the type of Aircraft used to fly the Flight which
                  creates the Segment Revenue allocable to Mesa Flight segment:


                                       22
<PAGE>   23
<TABLE>
<CAPTION>
Aircraft                                              Segment Revenue Percentage
------------                                          --------------------------
<S>                                                   <C>
Beech 1900                                                    [...***...]
Dash 8                                                        [...***...]
CRJ Model 200                                                 [...***...]
CRJ Model 700                                                 [...***...]
CRJ Model 900                                                 [...***...]
</TABLE>

         7.7      Subsidies. Mesa, within 30 days after receipt, shall rebate to
                  AWA all EAS subsidies paid to Mesa by any governmental
                  entities for Flights (the "EAS Subsidies"). Notwithstanding
                  the foregoing to the contrary, if Mesa causes any EAS
                  Subsidies to be increased to an amount in excess of the EAS
                  Subsidies in effect on the Contract Date, increased annually
                  on the anniversary of each Contract Date by an amount equal to
                  an increase in the CPI as calculated pursuant to Section
                  7.4.1, then AWA shall pay to Mesa 50% of any such increase
                  within 30 days after receipt of written demand. AWA shall not
                  be responsible to the DOT for continuing service in any EAS
                  market. Notwithstanding the foregoing, if AWA directs Mesa to
                  bid to provide flight service to any EAS market, then AWA
                  shall be responsible for all liabilities incurred in
                  connection with discontinuing such service prior to the
                  expiration of any DOT hold-in order. AWA shall be entitled to
                  retain all payments, subsidies, revenue guarantees or other
                  similar payments generated from the Flight Services flown
                  under this Agreement and negotiated by AWA.

         7.8      Records, Statements and Audit Rights. Mesa shall maintain
                  separate accounting books and records for the Flight Services
                  and Other Services performed by Mesa under this Agreement. All
                  Incurred Costs Statements and other requests for payment made
                  by Mesa pursuant to this Section 7 shall be accompanied by
                  such supporting information, documentation and calculations
                  described on Exhibit E, attached hereto, and as AWA may
                  reasonably request from time to time (the "Backup
                  Information"). If AWA disputes the amount set forth in any
                  statement or the Backup Information is inadequate, incomplete
                  or inaccurate, then AWA shall pay the undisputed portion of
                  such statement and the portions for which the Backup
                  Information is adequate, complete and accurate, timely, and
                  together with such payment provide Mesa with a written
                  statement of any disputed amount and the amounts for which the
                  Backup Information is inadequate, incomplete or inaccurate.
                  AWA and Mesa shall meet and confer to resolve any disputed
                  amount and inadequate, incomplete or inaccurate Backup
                  Information within 30 days after AWA provides notice of the
                  dispute. Disputed amounts and amounts for which the Backup
                  Information is inadequate, incomplete or inaccurate shall not
                  be payable until the dispute is resolved and then shall be
                  payable within 10 days after the dispute is resolved.

                  AWA, upon 2 business days' prior written notice, may review
                  and audit, or cause its independent accountants to review and
                  audit, all records and files (including computer data bases)
                  maintained by Mesa and relevant to the calculation of the
                  payments required to be made by AWA pursuant to this
                  Agreement. If AWA's review of the records and files reveals
                  that Mesa has overcharged AWA or


                                             ***CONFIDENTIAL TREATMENT REQUESTED

                                       23
<PAGE>   24
                  underpaid AWA, then Mesa shall pay to AWA, upon demand, the
                  overpayments and/or underpayments and the costs and expenses
                  of AWA incurred in completing such review and audit and, if
                  such overcharge or underpayment is willful or intentional or
                  exceeds more than 10% of the sums actually payable or
                  receivable by AWA, then Mesa, within 10 days after receipt of
                  written demand, shall pay to AWA an amount equal to 3 times
                  the overcharge or underpayment. Mesa shall maintain all
                  records, files, information, data and documentation (including
                  computer data bases) used in calculating the sums payable or
                  receivable by AWA under this Agreement in good condition and
                  order at Mesa's corporate headquarters. AWA shall not be
                  required to pay any sums, and shall be entitled to receive a
                  refund of any sum paid, for which Mesa is unable to provide
                  supporting information, documentation or data.

         7.9      Setoff. All undisputed sums payable by Mesa to AWA pursuant to
                  this Agreement may, at AWA's election, be setoff against
                  amounts next due by AWA to Mesa pursuant to this Agreement.

8.       Term and Termination.

         8.1      Term. The term of this Agreement (the "Term") commences on the
                  Effective Date retroactive to the Contract Date (the
                  "Commencement Date") and shall expire ("Expiration Date") on
                  the 8th anniversary of the date that the last CRJ Aircraft is
                  added to the Fleet pursuant to Section 2.2.2 of the Agreement
                  (the "Last Delivery Date), unless earlier terminated as
                  provided in this Agreement. AWA, by written notice to Mesa at
                  least 180 days prior to the Expiration Date, may extend the
                  Expiration Date to the 10th anniversary of the Last Delivery
                  Date.

         8.2      Early Termination. If (i) Mesa's OTP Rate for the Phoenix Hub
                  falls below AWA's OTP Rate for the Phoenix Hub for five of any
                  six calendar months or (ii) Mesa's FCF for the Phoenix Hub
                  falls below 96% for five of any of six consecutive calendar
                  months (each, a "Cancellation Event"), AWA, at its election,
                  may by written notice (a "Performance Notice") inform Mesa
                  that if the Cancellation Event is not cured within one hundred
                  twenty (120) days from receipt of such Performance Notice (the
                  "Cure Period"), AWA, at its option may give a Termination
                  Notice (as defined below). If the Cancellation Event relates
                  to Mesa's OTP Rate, the cure shall be effected by Mesa
                  bringing its OTP Rate for such Hub to a rate that is equal to
                  or above AWA's OTP Rate at the Phoenix Hub during the Cure
                  Period. If the Cancellation Event relates to the Mesa's FCF
                  for the Phoenix Hub, the cure shall be effected by Mesa
                  bringing its FCF at the Phoenix Hub to 97% or higher during
                  the Cure Period. If, after the Cure Period has expired and
                  Mesa has not cured the Cancellation Event as set forth above,
                  then AWA at any time during the thirty (30) day period
                  following the lapse of the Cure Period without cure may; upon
                  90 days' prior written notice to Mesa ("Termination Notice"),
                  terminate this Agreement. Such termination right shall be in
                  addition to any penalty payments set forth in Section 5 and
                  termination rights for an Event of Default pursuant to Section
                  13.


                                       24
<PAGE>   25
      8.3   Change of Control. This Agreement may be terminated by either AWA or
            Mesa providing the other party with at least 90 days' prior written
            notice (the "Change Termination Notice") in the event of a change of
            control of the other party or a sale of substantially all of the
            other party's assets. "Change of Control" means any "person" or
            "group" (each as used in Sections 13(d)(3) and 14(d)(2) of the
            Exchange Act) either becomes the beneficial owner (as defined in
            Rule 13d-3 of the Exchange Act), directly or indirectly, of voting
            securities of either party (or securities converted into or
            exchangeable for such voting securities) representing 50% or more of
            the combined voting power of all voting securities of the party (on
            a fully diluted basis) or otherwise has the ability, directly or
            indirectly, to elect a majority of the board of directors of the
            party or any person or two or more persons acting in concert shall
            have acquired by contract or otherwise, or shall have entered into a
            contract or arrangement that, upon consummation thereof, will result
            in its or their acquisition of the power to exercise, directly or
            indirectly, a controlling influence on the management or policies of
            the party.

      8.4   Effect of Termination. If AWA elects to terminate this Agreement
            pursuant to this Section 8, AWA, in the Termination Notice, shall
            establish as the termination date any date between 90 and 180 days
            after delivery of the Termination Notice or Change Termination
            Notice, as applicable. Mesa shall continue to provide the Flight
            Services and Other Services required by this Agreement until the
            termination date set forth in the Termination Notice or Change
            Termination Notice, as applicable. AWA and Mesa shall make all
            payments as required by this Agreement for the period through and
            including the termination date set forth in the Termination Notice
            or Change Termination Notice, as applicable.

9. Service Mark License For Services Provided By Mesa.

      9.1   Grant of License. For the payment of $1.00, AWA hereby grants to
            Mesa a non exclusive, non-transferable license to use such AWA
            Service Marks as AWA may designate, in writing, from time to time in
            connection with the Flight Services and Other Services to be
            rendered by Mesa; provided, however, that at any time prior to
            expiration or termination of this Agreement AWA may alter, amend or
            revoke the license hereby granted and require Mesa's use of any new
            or different AWA Service Mark in conjunction with the Flight
            Services and Other Services provided hereunder as AWA may determine
            in its sole discretion and judgment.

      9.2   Operation under AWA Service Marks/Aircraft Decor. Mesa, at its
            expense (subject to reimbursement in the next sentence), shall cause
            the Fleet and any replacement or additional Aircraft utilized by
            Mesa, or any of the Affiliated Service Providers, to provide the
            Flight Services, to be painted, marked and decorated to bear AWA
            Service Marks, consisting of AWA aircraft exterior and interior
            color decor and pattern provided by AWA and the name "America West
            Express." AWA shall reimburse Mesa for 50% of the costs of painting,
            decorating or marking any new CRJ added to the Fleet pursuant to
            Section 2.2. Upon written notice from AWA, which shall include the
            specifications for any such changes in AWA Service Marks and
            exterior or interior aircraft decor and patterns, Mesa shall effect
            changes in the aircraft decor and patterns within 12


                                       25
<PAGE>   26
            months from the date of such notice. AWA shall reimburse Mesa for
            the cost of repainting the Fleet in the event that AWA changes its
            logo and color decor and pattern from the design existing as of the
            Effective Date. Mesa shall use and display suitable signs on the
            interior and exterior of each Aircraft identifying Mesa as the
            operator of the Services, such signs shall be subject to the prior
            written consent of AWA as to nature, size and location provided that
            the signs shall comply with all Regulations. AWA shall reimburse
            Mesa for the actual costs and expenses of repainting any Aircraft
            eliminated from the Fleet pursuant to Section 2.2. All
            announcements, displays or literature used or viewed by Mesa
            customers on Flights shall highlight "America West Express." No such
            announcements, displays or literature shall reference "Mesa
            Airlines," other than to identify Mesa or the operator of the
            Services, on briefing cards or as required by the Regulations.

      9.3   Terms and Conditions Governing Service Mark License.

            9.3.1 Mesa hereby acknowledges AWA's ownership of the AWA Service
                  Marks, further acknowledges the validity of the AWA Service
                  Marks, and agrees that it shall not do anything in any way to
                  infringe or abridge upon AWA's rights in the AWA Service Marks
                  or directly or indirectly to challenge the validity of the AWA
                  Service Marks.

            9.3.2 To assure that the production, appearance and quality of the
                  AWA Service Marks is consistent with AWA's reputation for high
                  quality and the goodwill associated with the AWA Service
                  Marks, Mesa agrees to maintain a level of quality consistent
                  with AWA's quality in the Flight Services and Other Services
                  it provides pursuant to this Agreement and to follow AWA's
                  written instructions regarding use of AWA's Service Marks, as
                  they may be amended from time to time.

            9.3.3 Mesa agrees that, in providing the Flight Services and Other
                  Services, it shall not advertise or make use of the AWA
                  Service Marks without the prior written consent of AWA. AWA
                  shall have absolute discretion to withhold its consent
                  concerning any and all such advertising and use of the AWA
                  Service Marks in any advertising by Mesa. In the event AWA
                  approves the use of such AWA Service Marks in any advertising,
                  such advertising shall identify AWA as the owner of such
                  Service Marks and conform with any additional requirements
                  specified by AWA.

            9.3.4 To the extent that Mesa is licensed to use the AWA Service
                  Marks, the AWA Service Marks shall be used only in connection
                  with the Flight Services and Other Services specifically
                  covered by this Agreement and not in connection with any other
                  business or activity of Mesa or any other entity.

            9.3.5 Nothing in this Agreement shall be construed to give Mesa the
                  exclusive right to use the AWA Service Marks or abridge AWA's
                  right to use and license the AWA Service Marks, and AWA hereby
                  reserves the right to


                                       26
<PAGE>   27
                  continue to use the AWA Service Marks and to license such
                  other uses of the AWA Service Marks as AWA may desire.

            9.3.6 No term or provision of this Agreement shall be construed to
                  preclude the use of the AWA Service Marks, including "America
                  West Express," or the aircraft exterior color decor and
                  patterns by other individuals or entities not covered by this
                  Agreement.

            9.3.7 Upon the termination or expiration of this Agreement, the
                  license and use of the AWA Service Marks by Mesa shall cease
                  and such use shall not thereafter occur.

10. Liability and Indemnification.

      10.1  Relationship Between the Parties. Nothing contained in this
            Agreement will be deemed to create any agency or partnership or
            similar relationship between AWA and Mesa. Nothing contained in this
            Agreement will be deemed to authorize either AWA. or Mesa to bind or
            obligate the other. Mesa and the Affiliated Service Providers and
            their employees engaged in performing the Flight Services and Other
            Services shall be employees of Mesa or the Affiliated Service
            Providers for all purposes, and under no circumstances shall be
            deemed to be employees, agents or independent contractors of AWA.
            AWA and its employees engaged in performing the obligations of AWA
            under this Agreement shall be employees, agents and independent
            contractors of AWA for all purposes, and under no circumstances
            shall be deemed to be employees, agents or independent contractors
            of Mesa. Pursuant to this Agreement, Mesa and the Affiliated Service
            Providers shall act, for all purposes, as independent contractors
            and not as agents for AWA. AWA shall have no supervisory power or
            control over any employees engaged by Mesa and the Affiliated
            Service Providers in connection with their performance hereunder,
            and all complaints or requested changes in procedures shall be
            transmitted by AWA to a designated officer of Mesa. Nothing
            contained in this Agreement shall be intended to limit or condition
            Mesa's and the Affiliated Service Providers' control over their
            operations or the conduct of their business as air carriers, and
            Mesa and the Affiliated Service Providers and their principals
            assume all risks of financial losses which may result from the
            operation of the Flight Services and Other Services to be provided
            by Mesa and the Affiliated Service Providers hereunder.

      10.2  Indemnification by Mesa. Mesa agrees to indemnify, defend and hold
            harmless AWA, its directors, officers, employees, agents, parent
            corporation, subsidiaries and affiliates for, from and against any
            and all loss, liability, claim, damage, penalty, fine, charge, cause
            of action, demand, cost and expense (including attorneys' and
            consultants' fees and costs) whatsoever (collectively, "Damages"),
            as incurred, arising out of, resulting from or incurred in
            connection with: (i) the provision of the Flight Services and Other
            Services by Mesa and the Affiliated Service Providers or any of
            their employees, agents, licensees, contractors, suppliers, officers
            or directors; (ii) Mesa's or the Affiliated Service Providers'
            breach of this Agreement; (iii) damage or destruction of property of
            any person,


                                       27
<PAGE>   28
            or injury or death of any person, caused by, arising out of, or in
            connection with any act or omission of Mesa or the Affiliated
            Service Providers, their employees, agents, licensees, contractors,
            suppliers, officers or directors; (iv) any taxes, impositions,
            assessments or other governmental charges incurred by Mesa in
            providing the Flight Services or Other Services or imposed on any
            revenue generated by this Agreement (except as set forth in Section
            7.1.3); (v) passenger complaints or claims by passengers using the
            Flight Services; (vi) the failure or discontinuance of service to
            any EAS market (except as specified in Section 7.7); and (vii)
            failure to comply with any Regulations. Mesa agrees to indemnify,
            defend and hold harmless AWA, its officers, directors, employees,
            agents, parent corporation, subsidiaries and affiliates for, from
            and against any and all Damages as incurred, arising out of,
            resulting from or incurred in connection with any claims for
            consideration for performance by the Affiliated Service Providers.
            Mesa shall reimburse AWA or other Indemnified Party (as defined
            below) for any legal and any other expenses reasonably incurred in
            investigating, preparing or defending against any claim or action
            arising out of or relating to any of the foregoing.

      10.3  Indemnification by AWA. AWA agrees to indemnify, defend and hold
            harmless Mesa, its directors, officers, employees, agents, parent
            corporation, subsidiaries and affiliates for, from and against any
            and all Damages, as incurred, arising out of, resulting from or
            incurred in connection with: (i) AWA's breach of this Agreement;
            (ii) damage or destruction of property of any person, or injury or
            death of any person, caused by, arising out of, or in connection
            with any act or omission of AWA, its employees, agents, licensees,
            contractors, suppliers, officers or directors in performing AWA's
            obligations under this Agreement to the extent not covered by Mesa's
            or the Affiliated Service Providers' insurance required to be
            maintained by this Agreement; and (iii) any taxes, impositions,
            assessments or other governmental charges incurred by AWA for
            revenue received by AWA under this Agreement. AWA shall reimburse
            Mesa or other Indemnified Party (as defined below) for any legal and
            any other expenses reasonably incurred in investigating, preparing
            or defending against any claim or action arising out of or relating
            to any of the foregoing.

      10.4  Conduct of Indemnification Proceedings. The person or entity
            claiming indemnification hereunder is referred to as the
            "Indemnified Party" and the party against whom such claims are
            asserted hereunder is referred to as the "Indemnifying Party". Each
            Indemnified Party shall give reasonably prompt notice to the
            Indemnifying Party of any action or proceeding or assertion or
            threat of claim commenced against it in respect of which indemnity
            may be sought hereunder, but failure to so notify the Indemnifying
            Party (i) shall not relieve the Indemnifying Party from any
            liability which it may have under the indemnity agreement provided
            in this Agreement, unless and to the extent it did not otherwise
            learn of such action, threat or claim and the lack of notice by the
            Indemnified Party results in the forfeiture by the Indemnifying
            Party of substantial rights and defenses and (ii) shall not, in any
            event, relieve the Indemnifying Party from any obligations to the
            Indemnified Party other than the indemnification obligation provided
            under Sections 10.2 and 10.3 above. If the


                                       28
<PAGE>   29
            Indemnifying Party elects within a reasonable time after receipt of
            notice, the Indemnifying Party may assume the defense of the action
            or proceeding at Indemnifying Party's own expense with counsel
            chosen by the Indemnifying Party and approved by the Indemnified
            Party; provided, however, that, if the Indemnified Party reasonably
            determines upon advice of counsel that a conflict of interest exists
            where it is advisable for the Indemnified Party to be represented by
            separate counsel or that, upon advice of counsel, there may be legal
            defenses available to it which are different from or in addition to
            those available to the Indemnifying Party, then the Indemnified
            Party shall be entitled to separate counsel at the Indemnifying
            Party's expense, which counsel shall be chosen by the Indemnified
            Party in its sole discretion. If the Indemnifying Party does not
            assume the defense, after having received the notice referred to in
            the second sentence of this Section, the Indemnifying Party will pay
            the reasonable fees and expenses of counsel for the Indemnified
            Party. Unless and until a final judgment that an Indemnified Party
            is not entitled to the costs of defense under the foregoing
            provision, the Indemnifying Party shall reimburse, promptly as they
            are incurred, the Indemnified Party's costs of defense. The
            Indemnifying Party shall not settle or compromise any claim for
            which an Indemnified Party is entitled to indemnity without the
            prior written consent of the Indemnified Party.

      10.5  Insurance.

            10.5.1  Mesa, at all times during the Term of this Agreement, shall
                    have and maintain and shall cause the Affiliated Service
                    Providers to have and maintain in full force and effect,
                    policies of insurance satisfactory to AWA, of the types of
                    coverage, and in the minimum amounts stated below with
                    insurance companies satisfactory to AWA and under terms and
                    conditions satisfactory to AWA, including insurance coverage
                    on all Aircraft used to provide Flight Services. Unless
                    otherwise specified, the minimum amounts of insurance
                    coverage required hereunder shall be per occurrence,
                    combined single limit for all insurance coverage required
                    hereunder.

<TABLE>
<S>                                                                    <C>
                  1.   Aircraft Liability and Ground                   $250,000,000 per Occurrence Combined
                       Liability Insurance (including                  Single Limit of Liability for CRJs and
                       Commercial General Liability)                   Dash 8s and $150,000,000 per Occurrence
                                                                       Combined Single Limit of Liability for
                                                                       Beech 1900s

                       a. Bodily Injury and Personal                   Included in Combined Single Limit
                          Injury - Passengers

                       b. Bodily Injury and Personal                   Included in Combined Single Limit
                          Injury - Third Parties
</TABLE>


                                       29
<PAGE>   30
<TABLE>
<S>                                                                    <C>
                       c. Property Damage                              Included in Combined Single
                                                                       Limit Per Accident

                  2.    Worker's Compensation Insurance                Statutory
                        (Company Employees)

                  3.    Employers' Liability (Company                  $500,000
                        Employees)

                  4.    All Risk Hull Insurance on Aircraft            Replacement Cost or Such
                        Performing Services Hereunder                  Lesser Amount as may be
                                                                       Consented to by AWA, in writing

                  5.    Baggage Liability                              $2,500 (per Passenger)

                  6.    Cargo Liability                                $100,000 any One Aircraft

                                                                       $100,000 any One Disaster with Terms,
                                                                       Limitations and Conditions Acceptable to AWA
</TABLE>

            10.5.2  The parties hereby agree that from time to time during the
                    Term of this Agreement, AWA may require Mesa and the
                    Affiliated Service Providers to have and maintain amounts of
                    insurance coverage different from those amounts set forth in
                    Section 10.5.1, should AWA, in its reasonable judgment, deem
                    the circumstances and conditions of the Flight Services and
                    Other Services to require increases in any or all of the
                    foregoing minimum insurance coverages.

            10.5.3  Mesa shall cause all policies of insurance which it and the
                    Affiliated Service Providers maintain pursuant to this
                    Agreement, to be duly and properly endorsed by Mesa's and
                    the Affiliated Service Providers' insurance underwriters as
                    follows:

                        10.5.3.1    To provide that any waiver of rights of
                                    subrogation against other parties by Mesa or
                                    the Affiliated Service Providers shall not
                                    affect the coverage provided hereunder with
                                    respect to AWA.

                        10.5.3.2    To provide that Mesa's and the Affiliated
                                    Service Providers' underwriters shall waive
                                    any and all subrogation rights against AWA,
                                    its directors, officers, agents and
                                    employees without regard to any breach of
                                    warranty by Mesa or the Affiliated Service
                                    Providers or to provide other evidence of
                                    such waiver of recourse against AWA, its


                                       30
<PAGE>   31
                                    directors, officers, agents, or employees as
                                    shall be acceptable to AWA.

                        10.5.3.3    Be duly and properly endorsed to provide
                                    that each such policy or policies or any
                                    part or parts thereof shall not be canceled,
                                    terminated, or materially altered, changed
                                    or amended by Mesa's and the Affiliated
                                    Service Providers' insurance underwriters,
                                    until after 30 days' written notice to AWA
                                    which 30 days' written notice shall commence
                                    to run from the date such notice is actually
                                    received by AWA.

            10.5.4  With respect to policies of insurance described as Aircraft
                    Liability and Ground Liability Insurance, Mesa will provide
                    that Mesa's and the Affiliated Service Providers' policies:

                        10.5.4.1    Endorse AWA, its directors, officers,
                                    agents, parents, subsidiaries and employees
                                    as Additional Insureds thereunder.

                        10.5.4.2    Constitute primary insurance for such claims
                                    and acknowledge that any other insurance
                                    policy or policies of AWA will be secondary
                                    or excess insurance;

                        10.5.4.3    Cover AWA's costs of defending against such
                                    insured claims including, without
                                    limitation, to the extent permitted by the
                                    policies, costs incurred in the retention of
                                    separate legal counsel of its choice; and

                        10.5.4.4    Provide a cross-liability clause acceptable
                                    to AWA, and a specific contractual liability
                                    insurance provision covering liability
                                    assumed by Mesa and the Affiliated Service
                                    Providers under this Agreement.

            10.5.5  With respect to policies of insurance for coverage described
                    as Aircraft Liability and Ground Liability Insurance and All
                    Risk Hull Insurance, Mesa shall cause its insurance
                    underwriters to provide a breach of warranty clause.

            10.5.6  All aircraft hull insurance provided pursuant to this
                    Agreement shall be provided on agreed value basis and,
                    except with the consent of AWA, shall not be subject to more
                    than the standard market deductibles. In the event of loss,
                    settled on the basis of a total loss, all losses shall be
                    payable in full.

            10.5.7  Upon request by AWA, Mesa shall furnish to AWA evidence
                    satisfactory to AWA of the aforesaid insurance coverage and
                    endorsements, including certificates certifying that the
                    aforesaid insurance policy or policies with the aforesaid
                    policy limits are duly and properly endorsed as aforesaid
                    and are in full force and effect.


                                       31
<PAGE>   32
            10.5.8  With respect to policies of insurance obtained directly from
                    foreign underwriters, Mesa shall cause such insurance
                    underwriters to provide that AWA may maintain against Mesa's
                    and the Affiliated Service Providers' underwriters a direct
                    action in the United States upon such insurance policies and
                    to this end to provide a standard service of suit clause
                    designating an agent for service of process in the United
                    States of America.

            10.5.9  In the event Mesa or the Affiliated Service Providers fails
                    to maintain in full force and effect any of the insurance
                    and endorsements described in Section 10.5, AWA shall have
                    the right (but not the obligation) to procure and maintain
                    such insurance or any part thereof. The cost of such
                    insurance shall be payable by Mesa to AWA upon demand by
                    AWA. The procurement of such insurance or any part thereof
                    by AWA shall not discharge or excuse Mesa's or the
                    Affiliated Service Providers' obligation to comply with the
                    provisions of Section 10.5. Mesa agrees not to cancel,
                    terminate or materially alter, change or amend any of the
                    policies referred to in Section 10.5 without 30 days' prior
                    written notice to AWA of its intent to cancel, terminate or
                    materially alter, change or amend said policies or insurance
                    which 30 day notice period shall commence to run from the
                    date notice is actually received by AWA.

            10.5.10 AWA shall maintain cargo liability coverage, in types and
                    amounts required by law, for all air freight transported by
                    Mesa or the Affiliated Service Providers under an AWA
                    airbill on any Flights.

11. Confidentiality.

      11.1  AWA and Mesa agree that the terms of this Agreement shall be treated
            as confidential and shall not be disclosed to third parties without
            the express written consent of AWA and Mesa, or as required by law.
            In the event of disclosure required by law, only those portions of
            this Agreement required to be disclosed shall be disclosed. The
            disclosing party shall make good faith efforts to minimize the
            portions to be disclosed and shall seek confidential treatment by
            the receiving party or agency for any portions disclosed. In the
            event of one party being served a subpoena or discovery request,
            prior to responding to the subpoena or request, the party served
            shall notify the other party to provide the other party an
            opportunity to contest the disclosure of any terms of this
            Agreement.

      11.2  "Confidential Information" means any information in any form,
            including, without limitation, the terms of this Agreement, written
            documents, oral communications, recordings, videos, software, data
            bases, business plans, and electronic and magnetic media, provided
            to or observed by AWA or Mesa pursuant to this Agreement, including
            information owned or provided by either party to the other party,
            except for information generally available to the public. AWA and
            Mesa agree that they shall maintain all Confidential Information in
            confidence and use such Confidential Information solely for purposes
            of performance under this Agreement. Such Confidential Information
            shall be


                                       32
<PAGE>   33
            distributed within each party's company only to personnel and to its
            legal counsel, auditors and other consultants on a need-to-know
            basis for purposes related to this Agreement or in compliance with a
            court order or statutory or regulatory requirements. Except for
            legal counsel and auditors, and as permitted by Section 11. l, in no
            event shall either party disclose Confidential Information to any
            third parties except subcontractors and independent consultants and
            then only if approved by both parties in writing in advance of such
            disclosure. Confidential Information does not include information
            that is available to the general public other than as a result of
            disclosure by the disclosing party or information that was known or
            independently developed by the receiving party prior to disclosure,
            as evidenced by records kept in the ordinary course of business.

      11.3  Mesa acknowledges and agrees that any Confidential Information
            shared or given to AWA pursuant to this Agreement may be shared by
            AWA on a confidential basis with America West Holdings Corporation,
            The Leisure Company and other subsidiaries and affiliates of AWA.
            AWA acknowledges and agrees that any Confidential Information shared
            or given to Mesa pursuant to this Agreement may be shared by Mesa on
            a confidential basis with Mesa Air Group, Inc. and other
            subsidiaries or affiliates of Mesa.

12. Taxes. Mesa shall pay, prior to delinquency, all airport, property, sales,
use, excise or any other taxes, impositions, assessments or other governmental
charges incurred in connection with the provision of the Flight Services and
Other Services under this Agreement and all taxes imposed or any sums paid by
AWA to Mesa under this Agreement. AWA shall pay, prior to delinquency, all taxes
imposed on any sums paid by Mesa to AWA under this Agreement.

13. Defaults and Remedies.

      13.1  Default by Mesa. The occurrence of any one or more of the following
            events shall constitute a material default and breach of this
            Agreement by Mesa (an "Event of Default"):

            13.1.1  The failure of Mesa to make any payment required to be made
                    by Mesa to AWA hereunder, as and when due, and such failure
                    continues for 10 business days after Mesa's receipt of
                    written notice from AWA;

            13.1.2  If Mesa or any of the Affiliated Service Providers is
                    required by the FAA or DOT to suspend a substantial portion
                    of its operations for any safety reason and has not resumed
                    such operation within 3 business days of the suspension or
                    if Mesa suspends a substantial portion of the Flight
                    Services for any other reason, except as a result of an
                    emergency airworthiness directive from the FAA affecting all
                    aircraft similarly equipped to the Aircraft (not just those
                    owned or operated by Mesa);

            13.1.3  The failure of Mesa or any of the Affiliated Service
                    Providers to observe or perform any of the covenants,
                    conditions or provisions of this Agreement to be observed or
                    performed by Mesa or any of the Affiliated


                                       33
<PAGE>   34
                    Service Providers, other than as described in Sections 8 or
                    13.1.1 or 13.1.2 above, and such failure shall continue for
                    a period of 15 days after written notice thereof from AWA to
                    Mesa or such longer period as may be reasonably necessary to
                    complete the cure of such failure (not to exceed an
                    additional 30 days); provided Mesa commences such cure
                    during the initial 15-day period and continuously and
                    diligently pursues the cure to completion;

            13.1.4  (i) the cessation of Mesa's business operations as a going
                    concern; (ii) the making by Mesa of any general assignment,
                    or general arrangement for the benefit of creditors; (iii)
                    the failure of Mesa to generally pay Mesa's debts as they
                    come due or Mesa's written admission of its inability to pay
                    its debts as they come due; (iv) the filing by or against
                    Mesa of a petition to have Mesa adjudged bankrupt or a
                    petition for reorganization or arrangement under any law
                    relating to bankruptcy (unless, in the case of petition
                    filed against Mesa, the same is dismissed, stayed or vacated
                    within 60 days); (v) an adjudication of Mesa's insolvency;
                    (vi) appointment of a trustee or receiver to take possession
                    of substantially all of Mesa's assets which is not
                    dismissed, stayed or vacated within 60 days; or (vii) the
                    attachment, execution or other judicial seizure of all of
                    Mesa's assets.

            13.1.5  Upon an Event of Default, AWA may: (a) by written notice to
                    Mesa (a "Default Termination Notice") terminate this
                    Agreement effective as of the date set forth in the Default
                    Termination Notice which date shall not be less than 30 nor
                    more than 180 days after the date of the Default unless the
                    event in 13.1.2 occurs, in which case immediate; and/or (b)
                    pursue all other rights and remedies available at law or in
                    equity to AWA for the Event of Default, including, without
                    limitation, injunctive relief, specific performance and
                    damages. After receipt of a Default Termination Notice, Mesa
                    and the Affiliated Service Providers shall continue to
                    provide the Flight Services and Other Services in accordance
                    with this Agreement until the termination date set forth in
                    the Default Termination Notice. No remedy or election by AWA
                    hereunder shall be deemed exclusive, but shall, wherever
                    possible, be cumulative with all other rights and remedies
                    at law or in equity.

      13.2  AWA Default. The occurrence of any one or more of the following
            events shall constitute a material default and breach of this
            Agreement by AWA (an "AWA Event of Default"):

            13.2.1  The failure of AWA to make any payment required to be made
                    to Mesa by AWA hereunder, as and when due, and such failure
                    continues for 10 business days after AWA's receipt of
                    written notice from Mesa;

            13.2.2  The failure of AWA to observe or perform any of the
                    covenants, conditions or provisions of this Agreement to be
                    observed or performed by AWA, and such failure shall
                    continue for a period of 15 days after written


                                       34
<PAGE>   35
                    notice thereof from Mesa to AWA or such longer period as may
                    be reasonably necessary to complete the cure of such failure
                    (not to exceed an additional 30 days); provided AWA
                    commences such cure during the initial 15-day period and
                    continuously and diligently pursues the cure to completion;

            13.2.3(i) the cessation of AWA's business operations as a going
                    concern; (ii) the making by AWA of any general assignment,
                    or general arrangement for the benefit of creditors; (iii)
                    the failure of AWA to generally pay AWA's debts as they come
                    due or AWA's written admission of its inability to pay its
                    debts as they come due; (iv) the filing by or against AWA of
                    a petition to have AWA adjudged bankrupt or a petition for
                    reorganization or arrangement under any law relating to
                    bankruptcy (unless, in the case of petition filed against
                    AWA, the same is dismissed, stayed or vacated within 60
                    days); (v) an adjudication of AWA's insolvency; (vi)
                    appointment of a trustee or receiver to take possession of
                    substantially all of AWA's assets which is not dismissed,
                    stayed or vacated within 60 days; or (vii) the attachment,
                    execution or other judicial seizure of all of AWA's assets
                    which is not dismissed, stayed or vacated within 60 days.

            13.2.4  Upon the occurrence and continuance of an AWA Event of
                    Default, Mesa may: (a) by written notice to AWA (an "AWA
                    Default Notice") terminate this Agreement effective as of
                    the date set forth in the AWA Default Notice which date
                    shall not be less than 30 nor more than 180 days after the
                    date of the AWA Event of Default; and/or (b) pursue all
                    other rights and remedies available at law or in equity to
                    Mesa for the AWA Event of Default, including, without
                    limitation, injunctive relief, specific performance and
                    damages. After receipt of an AWA Default Notice, AWA shall
                    continue to perform its obligations under this Agreement
                    until the termination date set forth in the AWA Default
                    Notice. No remedy or election by Mesa hereunder shall be
                    deemed exclusive, but shall, wherever possible, be
                    cumulative with all other rights and remedies at law or in
                    equity.

14. Records and Reports.

      14.1  Retention of Records. Mesa shall keep accurate and complete books
            and records of all Flight Services and Other Services performed
            under this Agreement as well as any additional records that the
            parties agree may be required in accordance with AWA's procedures
            and the Regulations. Mesa shall retain such records in accordance
            with applicable law, AWA's procedures and the Regulations.

       14.2 Provision of Financial Records. Upon AWA's request, and until such
            time as AWA advises Mesa that such reports are no longer necessary,
            Mesa shall furnish to AWA, within 60 days following the close of the
            first three fiscal quarters of Mesa, unaudited financial statements
            including Mesa's current corporate balance sheets and profit and
            loss statements, and within 120 days after the close of its fiscal
            year, Mesa shall furnish AWA with audited financial statements of
            Mesa


                                       35
<PAGE>   36
            (or its parent company) including, either separately or on a
            consolidated basis, the balance sheet and profit and loss statements
            of that party. The appropriate reports filed on Form 10-Q and 10-K
            shall be satisfactory to fulfill such obligation.

      14.3  Provision of Additional Records. Mesa shall promptly furnish AWA
            with a copy of every report that it prepares and is required to
            submit to the DOT, FAA, National Transportation Safety Board or any
            other governmental agency, relating to any accident or incident
            involving an Aircraft used in performing Flight Services under this
            Agreement, when such accident or incident is claimed to have
            resulted in the death of or substantial injury to any person or the
            loss of, damage to, or destruction of any property.

      14.4  Additional Reports. Mesa shall promptly notify AWA in writing of:
            (i) any change in or relinquishment of control of Mesa; (ii) any
            agreement contemplating such a change or relinquishment with a copy
            of such agreement, if in writing, to AWA; or (iii) any change or
            contemplated change in the Chief Executive Officer position of Mesa.

15. Miscellaneous Provisions.

      15.1  Notices. All notices, consents, approvals or other instruments
            required or permitted to be given by either party pursuant to this
            Agreement shall be in writing and given by: (i) hand delivery; (ii)
            facsimile; (iii) express overnight delivery service; or (iv)
            certified or registered mail, return receipt requested. Notices
            shall be provided to the parties and addresses (or facsimile
            numbers, as applicable) specified below and shall be effective upon
            receipt or the rejection of such delivery, except if delivered by
            facsimile outside of business hours in which case they shall be
            effective on the next succeeding business day:

            If to AWA:         America West Airlines, Inc.
                               4000 E. Sky Harbor Blvd.
                               Phoenix, Arizona 85034
                               Attn: Vice President and General Counsel
                               Telephone: (602) 693-5805
                               Facsimile: (602) 693-5932
            If to Mesa:        Mesa Air Group
                               410 N. W Street, Suite 700
                               Phoenix, Arizona 85008
                               Attn: General Counsel
                               Telephone: (602) 685-4051
                               Facsimile: (602) 685-4352

      15.2  Waiver and Amendment. No provisions of this Agreement shall be
            deemed waived or amended except by a written instrument
            unambiguously setting forth the matter waived or amended and signed
            by the party against which enforcement of such waiver or amendment
            is sought. Waiver of any matter shall not be deemed a waiver of the
            same or any other matter on any future occasion.


                                       36
<PAGE>   37
      15.3  Captions. Captions are used throughout this Agreement for
            convenience of reference only and shall not be considered in any
            manner in the construction or interpretation hereof.

      15.4  Attorneys' Fees. In the event of any judicial or other adversarial
            proceeding between the parties concerning this Agreement, the
            prevailing party shall be entitled to recover its attorneys' fees
            and other costs in addition to any other relief to which it may be
            entitled.

      15.5  Entire Agreement. This Agreement constitutes the entire agreement
            between the parties with respect to the subject matter hereof, and
            there are no other representations, warranties or agreements,
            written or oral, between AWA and Mesa with respect to the subject
            matter of this Agreement.

      15.6  Jurisdiction; Choice of Law. For purposes of any action or
            proceeding arising out of this Agreement, the parties hereto hereby
            expressly submit to the jurisdiction of all federal and state courts
            located in the State of Arizona. This Agreement shall be governed by
            and construed in accordance with the laws of the State of Arizona.

      15.7  Severability. If this Agreement, any one or more of the provisions
            of this Agreement, or the applicability of this Agreement or any one
            or more of the provisions of this Agreement to a specific situation,
            shall be held invalid, illegal or unenforceable or in violation of
            any contract or agreement to which Mesa or AWA are a party, then AWA
            and Mesa shall in good faith amend and modify this Agreement,
            consistent with the intent of Mesa and AWA, as evidenced by this
            Agreement, to the minimum extent necessary to make it or its
            application valid, legal and enforceable and in accordance with the
            applicable agreement or contract, and the validity or enforceability
            of all other provisions of this Agreement and all other applications
            of any such provision shall not be affected thereby.

      15.8  Counterparts. This Agreement may be executed in one or more
            counterparts, each of which shall be deemed an original.

      15.9  Binding Effect. This Agreement shall be binding upon and inure to
            the benefit of AWA and Mesa and their respective successors and
            permitted assigns.


                                       37
<PAGE>   38
      15.10 No Assignment. The rights, obligations and duties of AWA and Mesa
            under this Agreement may not be assigned or delegated, except as may
            otherwise be mutually agreed by AWA and Mesa, in their sole and
            absolute discretion.

                                            AWA:

                                            America West Airlines, Inc.,
                                            a Delaware corporation

                                            /s/ William A. Franke
                                            ------------------------------------
                                            William A. Franke
                                            Chairman of the Board and
                                            Chief Executive Officer

                                            MESA:

                                            Mesa Airlines, Inc.,
                                            a Nevada corporation

                                            /s/ Jonathan G. Ornstein
                                            ------------------------------------
                                            Jonathan G. Ornstein
                                            Chief Executive Officer


                                       38
<PAGE>   39
                                   EXHIBITS

Exhibit A          Delivery Schedule
Exhibit B          Station Costs
Exhibit C          Guaranteed Non-Maintenance Costs
Exhibit D          Guaranteed Maintenance Costs
Exhibit E          Backup Information
<PAGE>   40
                                    EXHIBIT A
                                DELIVERY SCHEDULE
<TABLE>
<CAPTION>
 In Service Months                                                             Convertible
                                      Add'l          Firm          Firm            Firm           Option
 Delivery   Month                    CRJ-200       CRJ-700       CRJ-900        CRJ-7/900        CRJ 7/900
------------------------------------------------------------------------------------------------------------
Seating Configuration                  50Y    6F/58Y   6F/74Y
------------------------------------------------------------------------------------------------------------
<S>                                 <C>           <C>           <C>            <C>              <C>
        Apr-01                      [...***...]   [...***...]   [...***...]     [...***...]      [...***...]
        May-01
        Jun-01
        Jul-01
        Aug-01
        Sep-01
        Oct-01
        Nov-01
        Dec-01
------------------------------------------------------------------------------------------------------------
        Jan-02
        Feb-02
        Mar-02
        Apr-02
        May-02
        Jun-02
        Jul-02
        Aug-02
        Sep-02
        Oct-02
        Nov-02
        Dec-02
------------------------------------------------------------------------------------------------------------
        Jan-03
        Feb-03
        Mar-03
        Apr-03
        May-03
        Jun-03
        Jul-03
        Aug-03
        Sep-03
        Oct-03
        Nov-03
        Dec-03
-----------------------------------------------------------------------------------------------------------
        Jan-04
        Feb-04
        Mar-04
        Apr-04
        May-04
        Jun-04
        Jul-04
        Aug-04
        Sep-04
        Oct-04
        Nov-04
        Dec-04
------------------------------------------------------------------------------------------------------------
 Each calender month
 thereafter through
 Oct-07
------------------------------------------------------------------------------------------------------------
                                    [...***...]   [...***...]   [...***...]     [...***...]      [...***...]
</TABLE>

[...***...]

[...***...]

                                            *** CONFIDENTIAL TREATMENT REQUESTED


<PAGE>   41
                     EXHIBIT B - STATION COSTS

[...***...]

Note 1 - Some or all of these expenses are already included in pass through
amounts.


                                            *** CONFIDENTIAL TREATMENT REQUESTED


<PAGE>   42
                                EXHIBITS C AND D
                                  (SEE NOTE 3)

GUARANTEED NON-MAINTENANCE COSTS (EXHIBIT C)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
         COST CATEGORY                        UNIT                     B1900D       DHC-82       CRJ 200     CRJ 700      CRJ 900
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                        <C>          <C>          <C>          <C>          <C>
   Aircraft Lease & Overhead               A/C MONTH                 [...***...]  [...***...]  [...***...]  [...***...]  [...***...]
        Ownership
Note 1  Overhead
Note 1  Crew RON
        Total

        Flight Crew                         BLK HR
Note 2  Pilot
Note 2  Flight Attendant
        Total

Note 1  Dispatchers                           DEP
</TABLE>

GUARANTEED MAINTENANCE COSTS (EXHIBIT D)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
         COST CATEGORY                        UNIT                    B1900D      DHC-82       CRJ 200      CRJ 700      CRJ 900
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                      <C>          <C>          <C>          <C>          <C>
    Maintenance cost per aircraft          A/C MONTH               [...***...]  [...***...]  [...***...]  [...***...]  [...***...]
Note 1    MX Employees
Note 1    Engine & APU Depreciation
          Total

       Maintenance Base Cost               BASE MONTH
Note 1    Rent & Utilities
Note 1    Personnel
Note 1    Parts Depreciation
Note 1    Equipment Depreciation
          Total

   Maintenance cost per block hour          BLK HR
Note 1    Engine MX - Contractual
Note 1    Engine MX - Other
Note 1    Airframe MX
          Total

  Maintenance cost per departure              DEP
Note 1    Airfare MX
Note 1    Engine MX
          Total

</TABLE>


Note 1 - These items will be adjusted on each contract date based on CPI as
defined in the contract.

Note 2 - [...***...]

Note 3 - The maintenance rates above are based on the following operating
assumptions - changes to these assumptions will result in revised costs and/or
guarantees from our engine and airframe manufacturers. If that occurs both
parties agree to mutually agree to new rates as stated above. Mesa will furnish
America West with a sensitivity chart of these costs as part of our final
contract with the manufacturer.

<TABLE>
<CAPTION>
            ASSUMPTIONS:

<S>                                                                 <C>
            Flight Hours Per Year                                   [...***...]

            Average Flight Hours Per Cycle                          [...***...]


</TABLE>

                                            *** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>   43
                           EXHIBITS C AND D - PAGE 2

                        CRJ - 200 A/C OWNERSHIP SCHEDULE


<Table>
<Caption>

                         MONTHLY
TAIT                     AMOUNT
-----------------------------------
<S>                      <C>
 1   [...***...]          [...***...]
 2
 3
 4
 5
 6
 7
 8
 9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
-----------------------------------

        AVERAGE          [...***...]



</Table>

                                   *** CONFIDENTIAL TREATMENT REQUESTED
<PAGE>   44
                                                                       Exhibit E

MESA CODESHARE
MINIMUM REQUIRED BACKUP - TRUEUP BILLINGS

<Table>
<Caption>

COSTS                        BACKUP REQUIRED                     MINIMUM FREQUENCY
------------------------  --------------------------          --------------------------
<S>                       <C>                                  <C>
Actual Costs (All are
  actual $ rates)
   Hull Insurance            Insurance Policy/Bill               Annually or when changes occur
   Liability Insurance       Insurance Policy/Bill               Annually or when changes occur
   Property Taxes            All Invoices & Assessment Notices   Semi-Annually
   De-icing                  All Invoices                        Monthly
   Fuel Costs                Station Invoices                    Audited Basis
   Catering                  All Invoices                        Monthly
   Landing Fees              All Invoices                        Monthly
   Security Service          All Invoices                        Monthly
   Station Rent              All Invoices                        Monthly
   CRJ Leases                Lease Payment Schedule              Every New Delivery or Change in Lease
   Station Costs             All Invoices                        Monthly

</Table>