Amendment No. 3
                                       to
                          Airport Agreement No. AC-965


        THIS AMENDMENT TO A CONTRACT OF LEASE is made and entered into as of
   the 6th day of November, 1996, 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
   "Midwest Express").

                              W I T N E S S E T H :

        THAT, WHEREAS, the parties hereto have heretofore entered into a
   lease agreement known as Airport Agreement No. AC-965 dated May 12, 1988,
   as amended ("Agreement"), relating to air cargo apron space and the lease
   of land for construction of an aircraft maintenance hangar on the premises
   of General Mitchell International Airport; and,

        WHEREAS, Carrier has requested to lease additional land, adjacent to
   the area presently leased by Lessee for the purpose of erecting a support
   building adjacent to the west side of its maintenance hangar; and, 

        WHEREAS, County's Board of Supervisors, in its meeting of         
   March 21, 1996, (File No. 96-243) has approved an amendment to Airport
   Agreement No. AC-965 between Milwaukee County and Midwest Express
   Airlines, Inc., to add the additional land, originally estimated at 10,200
   square feet to the agreement; and,

        WHEREAS, the actual square footage changes incorporated into this
   amendment are 14,967 square feet added to Lot 7, 4,519 square feet added
   to Lot 7(w), and 3,968 square feet deducted from Lot 6;

        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
   Agreement be and is hereby amended in the following particulars, to wit:

   1.   Effective September 1, 1996, paragraph 1, Description of Leased
        Premises, is deleted in its entirety and replaced as follows:
        "1.  Lessor hereby leases, demises, and lets unto Lessee and Lessee
             hereby hires and takes from Lessor, certain lands situated on
             the premises of General Mitchell International Airport, located
             in the City of Milwaukee, County of Milwaukee, Milwaukee,
             Wisconsin, shown on Exhibit "A" (Revised 9/96) attached hereto
             and made a part hereof, known and described as follows:

             (a)  A rectangular parcel of land located in the Northeast one-
                  quarter of Section Thirty-two (32), Township Six (6) North,
                  Range Twenty-one (21) East, City of Milwaukee, Milwaukee
                  County, Wisconsin bounded by the following coordinates
                  based on the Wisconsin State Plane Coordinate System, South
                  Zone:

                  Commencing at coordinate North 351,256.75 - East
                  2,557,025.19 which is the north one quarter corner of
                  Section 32, Township 6 North, Range 21 East; thence South
                  00 degrees 56' 07" East, on and along the west line of the
                  Northeast one - quarter of said section 593.78 feet to
                  coordinate point North 350,663.09 - East 2,557,034.88;
                  thence North 70 degrees 12' 33" East 260.00 feet to
                  coordinate point north 350,751.12 -East 2,557,297.52 which
                  is the point of beginning of Lot 7; thence South 19 degrees
                  47' 27" East 180.00 feet to coordinate point North
                  350,581.75 - East 2,557,340.47; thence South 70 degrees 12'
                  33" west 86.50 feet to coordinate point North 350,552.46 -
                  East 2,557,259.08; thence South 19 degrees 47' 27" East
                  50.70 feet to coordinate point North 350,504.75 - East
                  2,557,276.24; thence North 70 degrees 12' 33" East 50.00
                  feet to coordinate point North 2,557,323.29 - East
                  350,521.68; thence South 19 degrees 47' 27" East 131.54
                  feet to coordinate point North 350,397.91 - East
                  2,557,367.83; thence South 70 degrees 12' 33" West 20.00
                  feet to coordinate point North 350,391.14 - East
                  2,557,349.00; thence South 19 degrees 47' 27" East 32.73
                  feet to coordinate point North 350,360.35 - East
                  2,557,360.09; thence North 70 degrees 12' 33" East 366.48
                  feet to coordinate point North 350,484.44 - East
                  2,557,704.92; thence North 19 degrees 47' 27" West 395.00
                  feet to coordinate point North 350,856.08 - East
                  2,557,571.19; thence South 70 degrees 12' 33" West 310.00
                  feet to the point of beginning, containing 133,467 square
                  feet more or less (3.06 acres) hereinafter referred to a
                  Lot 7.

             (b)  A rectangular parcel of land located in the Northeast one-
                  quarter of Section Thirty-two (32), Township Six (6) North,
                  Range Twenty-one (21) East, City of Milwaukee, Milwaukee
                  County, Wisconsin bounded by the following coordinates
                  based on the Wisconsin State Plane Coordinate System, South
                  Zone:

                  Commencing at coordinate North 351,256.75 - East
                  2,557,025.19 which is the north one-quarter corner of
                  Section 32, Township 6 North, Range 21 East; thence South
                  00 degrees 56' 07" East, on and along the west line of the
                  Northeast one-quarter of said section 593.78 feet to
                  coordinate point North 350,663.09 - East 2,557,034.88;
                  thence North 70 degrees 12' 33" East 34.85 feet to
                  coordinate point North 350,674.89 - East 2,557,067.68 which
                  is the point of beginning of Lot 7(w) about to be
                  described; continuing thence North 70 degrees 12' 33" East
                  225.14 feet to coordinate point North 350,751.12 - East
                  2,557,279.52; thence South 19 degrees 47' 27" East 180.00
                  feet to coordinate point North 350,581.75 - East
                  2,557,340.47; thence South 70 degrees 12' 33" West 286.58
                  feet to coordinate point North 350,484.72 - East
                  2,557,070.81; thence North 00 degrees 56' 07" West 190.20
                  feet to the point of beginning containing 46,054 (1.06
                  acres) square feet more or less, hereinafter referred to as
                  Lot 7(w)."

   2.   Effective September 1, 1996, the following is added to the end of
        paragraph 3 (a):
        "Commencing September 1, 1996, Lessee shall pay Lessor the then
        current rental rate of Seventeen and Thirty-six Cents (17.36) per
        square foot per annum for the 133,467 square feet of land
        hereinbefore described, which amounts to an annual rental of Twenty-
        three Thousand One Hundred Sixty-nine and 87/100 Dollars
        ($23,169.87)."

   3.   Effective September 1, 1996, paragraph 5 (a) is deleted in its
        entirety and replaced as follows:
        "5.  (a)  Lessor hereby leases, demises, and lets unto Lessee
                  exclusively, and Lessee hereby hires and takes from Lessor
                  the exclusive option to lease certain lands situated on the
                  premises of General Mitchell International Airport, located
                  in the City of Milwaukee, County of Milwaukee, Milwaukee,
                  Wisconsin, shown on Exhibit "A" (Revised 9/96) attached
                  hereto and made a part hereof, known and described as
                  follows:

                  A rectangular parcel of land located in the Northeast one-
                  quarter of Section Thirty-two (32), Township Six (6) North,
                  Range Twenty-one (21) East, City of Milwaukee, Milwaukee
                  County, Wisconsin bounded by the following coordinates
                  based on the Wisconsin State Plane Coordinate System, South
                  Zone:

                  Commencing at coordinate North 351,256.75 - East
                  2,557,025.19 which is the north one-quarter corner of
                  Section 32, Township 6 North, Range Twenty-one East; thence
                  South 00 degrees56' 07" East, on and along the west line of
                  the Northeast one-quarter of said section 593.78 feet to
                  coordinate point North 350,663.09 - East 2,557,034.88;
                  thence North 70 degrees 12' 33" East 569.98 feet to
                  coordinate point North 350,856.08 - East 2,557,571.19 which
                  is the point of beginning of Lot 6; thence South 19 degrees
                  47' 27" East 395.00 feet to coordinate point North
                  350,484.44 - East 2,557,704.92; thence North 70 degrees 12'
                  33" East 290.00 feet to coordinate point North 350,582.62 -
                  East 2,557,977.77; thence North 19 degrees 47' 27" West
                  395.00 feet to coordinate point North 350,954.26 - East
                  2,557,844.04; thence South 70 degrees 12' 33" West feet to
                  the point of beginning, containing 114,532 square feet
                  (2.63 acres) more or less, hereinafter referred to as Lot
                  6."

   4.   The following sentence is inserted after sentence 1 of paragraph 5
        (c):
        "As of September 1, 1996, Lessee shall pay as an option fee one-sixth
        (1/6) of the current land rental rate established in paragraph 3(a)
        for the 114,532 square feet of land described hereinbefore, and
        herein referred to as Lot 6, which amounts to an annual option fee of
        Three Thousand Three Hundred Twenty-one and 43/100 Dollars
        ($3,321.43)."

   5.   The following paragraphs 7 (f) and 7 (g) are added after paragraph 7
        (e):
        "7.  (f)  The area identified on Exhibit "A" (Revised 9/96) as "Fire
                  Dept Access Only" is only for the use of fire department
                  vehicles and personnel.  This entire area is to remain free
                  and clear of encumbrances, and is not to be used for parts
                  storage, warehousing equipment, or vehicle parking."  

        "7.  (g)  Lessee's operation on the leased premises is not to
                  interfere in any way with the operation of the Airport
                  Surveillance Radar (ASR) adjacent to the leased premises in
                  accordance with Airspace Case Number 96-AGL-1213-NRA, as
                  referenced in Supplement No. 10 to Contract DTFA14-80-L-
                  R117 between Milwaukee County and the United States
                  Department of Transportation, Federal Aviation
                  Administration, attached hereto as Exhibit D."

   6.   Except as specifically provided herein, the terms and conditions of
        the Agreement heretofore entered into between the parties dated May
        12, 1988, 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.

                                      MILWAUKEE COUNTY
   APPROVED:                          a municipal corporation


   /s/                 10/31/96       By /s/ Tyrone P. Dumas    11/4/96
   Airport Director    Date                Tyrone P.Dumas
   Director of Public Works


   /s/                                By /s/ Rod Lanser 11/6/96      
   Corporation Counsel Date                Rod Lanser          
                                           County Clerk


                                             LESSOR






                                      MIDWEST EXPRESS AIRLINES, INC.
                                      a Wisconsin corporation


                                      By /s/ Brenda Skelton        
                                           Brenda Skelton
                                      Title  Sr. Vice President    
                                      Date 10/15/96                         

                                      By                            

                                      Title                         
                                      Date                          

                                             LESSEE

   <PAGE>
   STATE OF WISCONSIN )
                      )  ss
   MILWAUKEE COUNTY   )

        Personally came before me this 4th day of November, 1996, the above
   named Tyrone P. Dumas, Director of Public Works 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/ Connie Arnold                   
                                 Notary Public, Milwaukee County, Wis.
                                 My commission expires July 23, 2000 



   STATE OF WISCONSIN )
                      )  ss
   MILWAUKEE COUNTY   )

        Personally came before me this 6th day of November, 1996, the above
   named Rod Lanser, 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/ Mark E. Ryan
                            Notary Public, Milwaukee County, Wis.
                            My commission expires  10/15/00          


   <PAGE>
   STATE OF WISCONSIN       )
                            ) ss
   COUNTY OF MILWAUKEE      )


        Personally came before me this 15th day of October, 1996,
   Brenda Skelton,          Sr. Vice President, 
       (Name)                     (Title)
   and                                 ,                             ,
                  (Name)                        (Title)
   of MIDWEST EXPRESS AIRLINES, INC., to me known to be the persons who
   executed the foregoing instrument and to me known to be such officers of
   said corporation, and acknowledged that they executed the foregoing
   instrument as such officers as the deed of said corporation, by its
   authority.

                                 /s/ Linda C. Snyder                  
                                 Notary Public, Linda C. Snyder      
                                 My commission expires  12/29/96