AMENDMENT NO. 14

                                       TO

                            AIRLINE LEASE NO. AC-865


     THIS AMENDMENT TO CONTRACT OF LEASE is made and entered into as of the 15th
day of June, 1999, 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 accept  surrender of the commitment
for Gates  D-37,  52, 54, 55 and 56 and  associated  areas for  reassignment  to
Astral Aviation, Inc.; and,

     WHEREAS,  Airline  requests that Lessor accept  surrender of the commitment
for Gate D-42 and associated areas from Astral Aviation,  Inc., for reassignment
to Airline; and,

     WHEREAS, on April 22, 1999, (File No. 99-201) County's board of Supervisors
approved  amending  Airline's  Lease to delete Gates D-37, 52, 54, 55 and 56 and
associated areas for  reassignment to Astral  Aviation,  Inc., and add Gate D-42
and associated areas;

<PAGE>

     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 May 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 MAY 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:

                                                       Relative Cost
          Space Function                   Sq. Ft.       Factor         ERUs
          --------------                   -------     -------------    ----
          Concourse Lower Level              -0-          .20           -0-
          Office Unfinished
          (Unheated)
          Concourse Lower Level            4,588.50       .70        3,211.95
          Office Unfinished
          (Heated)
          Concourse Lower Level           30,460.90       .85        25,891.77
          Office Finished
          (Heated & Air Conditioned)
          Concourse Upper Level              -0-          .95           -0-
          Office Finished
          Concourse Upper Level             833.00        .95         791.35
          Office Finished
          Ticket Counter                    661.70        1.10        727.87

          Ticket Counter Office            1,307.40       .95        1,242.03

          Gate Hold Rooms                 19,692.00       1.00       19,692.00

          Baggage Makeup Area              3,939.10       .75        2,954.33

          Baggage Service Office            405.00        1.00        405.00


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<PAGE>

          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                          64,085.04                  55,618.84


          The spaces outlined above are those occupied by Lessee on May 1, 1999,
          which  deletes:  674  square  feet of  Concourse  Lower  Level  Office
          Unfinished  (Heated) space; 5,580 square feet of Concourse Lower Level
          Office Finished (Heated and Air Conditioned) space; 112 square feet of
          Concourse  Upper Level Office  Finished  space;  deletes 11,386 square
          feet of Gate Hold Room space and adds 1,560  square  feet of Gate Hold
          room space at Gate D-42; and,  deletes 935 feet of Hold Room Stairwell
          space and adds 106 feet of Hold Room space at Gate  D-42,  as shown on
          Exhibit  "P",  pages  5, 9, 13 and 14 of 14,  Revised  5/98,  attached
          hereto and made a part hereof."

2.   Effective May 1, 1999,  the areas  referred to in Article IV,  paragraph I,
     will be further  amended to delete  approximately  369 linear  feet of ramp
     areas  associated  with the gates 52, 54, 55, and 56 on Concourse D and 129
     square linear feet of ramp associated  with Gate 37, and add  approximately
     115 linear feet  associated with Gate D-42, as shown on Exhibit "J", PAGE 1
     OF 1, Dated "REV. 5/99."

3.   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.


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<PAGE>



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 15th day of June, 1999.

APPROVED:                                    MILWAUKEE COUNTY
                                             a municipal corporation


/s/ C. Barry Batzman           6/7/99        By:/s/ William Heinemann  6/14/99
--------------------------------------          ------------------------------
Airport Director               Date             William Heinemann
                                                Director of Public Works


/s/ Andrew Hunseck             6/9/99        By:/s/ Mark Ryan          6/15/99
--------------------------------------          ------------------------------
Corporation Counsel            Date             Mark Ryan
                                                County Clerk


                                     AIRLINE
                                     -------

          Dated at Milwaukee, Wisconsin, this 28th day of May, 1999.

                                             MIDWEST EXPRESS AIRLINES, INC.
                                             a Wisconsin corporation


                                             By:/s/ Robert S. Bahlman
                                                ------------------------------
                                                Robert S. Bahlman
                                             Title:  Sr. Vice President
                                             Date:  May 28, 1999


                                             By________________________________

                                             Title_____________________________

                                             Date______________________________



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