AMENDMENT NO. 15
                                       TO
                            AIRLINE LEASE NO. AC-865


          THIS AMENDMENT TO CONTRACT OF LEASE is made and entered into as of the
16th day of  February,  2000,  by and  between  MILWAUKEE  COUNTY,  a  municipal
corporation,  organized  and  existing  as  one  of the  counties  in  Wisconsin
(hereinafter referred to as "Lessor" or "County"), and MIDWEST EXPRESS AIRLINES,
INC.,  a  corporation  organized  and  existing  under  the laws of the State of
Wisconsin (hereinafter referred to as "Lessee" or "Airline").

                              W I T N E S S E T H:

          THAT,  WHEREAS,  the parties  hereto have  heretofore  entered into an
Airline Lease dated April 5, 1985, as amended,  relating to space, occupancy and
the use of the premises and facilities of General Mitchell International Airport
(GMIA) for the transportation of persons and cargo by air; and

          WHEREAS,  Airline  requests  that  Lessor  assign  a  portion  of  the
unassigned Ticket Counter and Ticket Counter Office space to Airline; and,

          WHEREAS,   Airline  requests  that  Lessor  accept  surrender  of  the
commitment for Ticket Counter,  Ticket Counter  Office,  and Baggage makeup area
from US Airways for reassignment to Airline; and,

          WHEREAS,  on July  22,  1999,  (File  No.  99-436)  County's  Board of
Supervisors  approved amending Airline's Lease to add additional Ticket Counter,
Ticket Counter Office, and Baggage Makeup Area;

          NOW,  THEREFORE,  for and in  consideration of the premises and of the
mutual   covenants  and   agreements   herein   contained  and  other   valuable
considerations,  it is  mutually  agreed  between  the  parties  hereto that the
aforesaid agreement dated April 5, 1985, as amended, be and it is hereby further
amended in the following particulars, to wit:

          1.  Effective  on July 1,  1999,  paragraph  S of  Article IV shall be
deleted in its entirety  and a new  paragraph S inserted  therefore,  reading as
follows:

              "S.   LESSEE'S EXCLUSIVE USE SPACE WITHIN THE TERMINAL BUILDING ON
                    JULY 1, 1999

                              For purposes of calculation  of Lessee's  Terminal
                    rents for those areas designated for Lessee's  exclusive use
                    in the Terminal  Building,  the following space definitions,
                    relative cost factors, and resultant ERUs shall be utilized:



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<PAGE>


                                                     Relative
                                                      Cost
             Space Function              Sq. Ft.      Factor         ERUs
             --------------              -------     --------        ----

Concourse Lower Level Office                  -0-         .20          -0-
Unfinished (Unheated)

Concourse Lower Level Office             4,588.50         .70     3,211.95
Unfinished (Heated)

Concourse Lower Level Office
Finished (Heated & Air
Conditioned)                            30,460.90         .85    25,891.77

Concourse Upper Level Office
Unfinished                                    -0-         .95          -0-

Concourse Upper Level Office
Finished                                   833.00         .95       791.35

Ticket Counter                           1,035.20        1.10     1,138.72

Ticket Counter Office                    2,119.70         .95     2,013.71

Gate Hold Rooms                         19.692.00        1.00    19,692.00

Baggage Makeup Area                      5,510.10         .75     4,132.57

Baggage Service Office                     405.00        1.00       405.00

Hold Room Stairwell                      1,796.44         .15       269.47

Basement                                      -0-         .25          -0-

Mezzanine Office Areas                        -0-         .90          -0-

Operations Control Tower                   401.00        1.08       433.08
                                        ---------       -----    ---------

TOTALS                                  66,841.84                57,979.62

                    The spaces  outlined  above are those  occupied by Lessee on
                    July 1,  1999,  which  adds:  373.5  square  feet of  Ticket
                    Counter  space;  812.3 square feet of Ticket  Counter Office
                    space; 1,571 square feet of Baggage makeup Area, as shown on
                    Exhibit "P", page 1 of 14, Revised 7/99, attached hereto and
                    made a part hereof."



                                       2
<PAGE>


          2.  Except as  specifically provided  herein, the terms and conditions
of the Lease heretofore entered into between the parties dated April 5, 1985, as
amended, shall remain in full force and effect.

          IN WITNESS  WHEREOF,  the parties hereto have caused these presents to
be signed by their  respective  proper officers and their corporate seals hereto
affixed on the dates hereinafter set forth.

                                     COUNTY
                                     ------

          Dated at Milwaukee, Wisconsin, this 16th day of February, 2000.

APPROVED:                                 MILWAUKEE COUNTY
                                          a municipal corporation


/s/ C. Barry Bateman       2/9/2000       By  /s/ William Heinemann    2/16/00
---------------------      Date              ------------------------
Airport Director                              William Heinemann
                                              Director of Public Works


/s/ Andrew Hunsak          2/12/00            /s/ Mark Ryan            2/16/00
---------------------      Date              ------------------------
Corporation Counsel                           Mark Ryan
                                              County Clerk


                                     AIRLINE

          Dated at Milwaukee, Wisconsin, this 20th day of August, 1999.

                                          MIDWEST EXPRESS AIRLINES, INC.
                                          a Wisconsin corporation


                                          By  /s/ Robert S. Bahlman
                                             -----------------------------------
                                              Robert S. Bahlman
                                              Title:  Sr. Vice President
                                              Date:   August 20, 1999



                                       3
<PAGE>


STATE OF WISCONSIN )
                   )  ss
MILWAUKEE COUNTY   )


Personally  came  before me this 16th day of  February,  2000,  the above  named
William Heinemann, Director of Public Works for Milwaukee County, to me known to
be the person who  executed  the  foregoing  instrument  on behalf of  Milwaukee
County,  and  acknowledged  the same to be the free act and deed of said County,
made by its authority.


                                           /s/ Carolyn Pucci-Schiel
                                          --------------------------------------
                                           Notary Public, Milwaukee Co., Wis.
                                           My commission expires 2/3/02



STATE OF WISCONSIN )
                   )  ss
MILWAUKEE COUNTY   )


Personally came before me this 16th day of February,  2000, the above named Mark
Ryan,  County  Clerk,  of  Milwaukee  County,  to me known to be the  person who
executed  the  foregoing   instrument  on  behalf  of  Milwaukee   County,   and
acknowledged  the same to be the free act and deed of said  County,  made by its
authority.


                                           /s/ Lori J. Mueller
                                          --------------------------------------
                                           Notary Public, Milwaukee Co., Wis.
                                           My commission expires 10/19/03


STATE OF WISCONSIN )
                   )  ss
MILWAUKEE COUNTY   )


Personally came before me this 20th day of August,  1999, Robert S. Bahlman, Sr.
Vice President, of MIDWEST EXPRESS AIRLINES,  INC., Lessee above, to me known to
be the person who  executed  the  foregoing  instrument  on behalf of  Milwaukee
County,  and  acknowledged  the same to be the free act and deed of said County,
made by its authority.


                                           /s/ Linda C. Snyder
                                          --------------------------------------
                                           Notary Public, Linda C. Snyder
                                           My commission expires 1/7/01



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