COMMERCIAL OFFER TO PURCHASE

                      Milwaukee, Wisconsin, April 11, 1997


   IF ACCEPTED, THIS OFFER CAN CREATE A LEGALLY ENFORCEABLE CONTRACT, BOTH
   PARTIES SHOULD READ THIS DOCUMENT CAREFULLY AND UNDERSTAND IT BEFORE
   SIGNING.

        The undersigned, Midwest Express Airlines, Inc. or assigns (the
   "Buyer"), hereby offers to purchase the building, all improvements, all
   alterations (as defined in Paragraph 10 of the Lease between Buyer and
   Seller) and the real property located at 6744 South Howell Avenue, in the
   City of Oak Creek, County of Milwaukee, State of Wisconsin, more
   particularly described in the title commitment to be provided pursuant to
   this Offer (the "Property") at the price of Six Million Two Hundred
   Thousand and 00/100 Dollars ($6,200,000.00), which amount shall be paid as
   follows:  Earnest Money of Fifteen Thousand and 00/100 Dollars
   ($15,000.00) shall be paid by Buyer within five (5) days of the execution
   of this Offer by Buyer and Seller, the assumption of Seller's financing
   upon the Property by Buyer, and the balance, subject to prorations, shall
   be wire transferred by Buyer to Seller at closing.  

   THE BUYER'S OBLIGATION TO CONCLUDE THIS TRANSACTION IS CONDITIONED UPON
   THE CONSUMMATION OF THE FOLLOWING:  

   SEE EXHIBIT A ATTACHED.



   Buyer agrees that unless otherwise specified, Buyer will, in good faith,
   pay all costs of securing the assumption of any financing on the Property
   and will perform all acts necessary to expedite the assumption of such
   financing.  The parties hereto covenant and agree that Seller shall use
   its best efforts to work with Buyer to accomplish the assumption of
   Seller's financing on the Property and to minimize any assumption fee
   required to be paid by Buyer as a condition of such an assumption.

   PERSONAL PROPERTY INCLUDED IN THE SALE:    None

        Seller shall, upon payment of the purchase price, convey the property
   by warranty deed, free and clear of all liens and encumbrances except: 
   municipal and zoning ordinances, recorded easements for public utilities
   serving the Property, recorded building and use restrictions and covenants
   approved by Buyer in writing prior to closing, the lien of any financing
   assumed by Buyer, all title matters appearing in the commitment described
   below, and general taxes levied in the year of closing, provided none of
   the foregoing prohibit or materially hinder Buyer's use of the Property. 
   Seller shall complete and execute a Wisconsin Real Estate Transfer Return,
   title company forms of Gap Affidavit and a Lien and Possession Affidavit,
   a Closing Statement and any other documents necessary for closing. 
   However, the parties hereto agree that Buyer shall be responsible for
   paying the Wisconsin Real Estate Transfer Fee.

        This offer is binding upon both parties only if a copy of the
   accepted Offer is deposited, postage or fees prepaid, in the U.S. mail or
   a commercial delivery system, addressed to Buyer at 6744 South Howell
   Avenue, Oak Creek, Wisconsin 53154, Attn.:  Mike Lafferty, or by personal
   delivery of the accepted offer to Buyer on or before April 18, 1997. 
   Otherwise, this offer is void and all earnest money shall be promptly
   returned to Buyer.

        This transaction is to be closed at Buyer's or the title company's
   offices on or before May 30, 1997.

        Legal possession of the Property shall be delivered to Buyer on the
   date of closing.

        Physical possession of the Property is held by Buyer pursuant to a
   lease with Seller, which lease (but not Seller's warranty   obligations)
   shall be terminated at closing.

        Seller warrants and represents the Property is not located in a flood
   plain.

        Seller warrants and represents that the Property is zoned B3 Office
   and Professional Building.  

        Seller warrants and represents to Buyer that Seller has no notice or
   knowledge of any:

        (a)  planned or commenced public improvements which may result in
             special assessments or otherwise materially affect the Property;
        (b)  government agency or court order requiring repair, alteration or
             correction of any existing condition;
        (c)  underground storage tanks or any structural, mechanical, or
             other defects of material significance affecting the Property,
             including but not limited to inadequacy for normal use of
             mechanical systems, waste disposal systems and well, unsafe well
             water according to state standards, and the presence of any
             dangerous or toxic materials or conditions affecting the
             Property;
        (d)  wetland and shoreland regulations affecting the Property; or
        (e)  condition or defect which could give rise to an order described
             in subparagraph (b) above.

        EXCEPTIONS TO WARRANTIES AND REPRESENTATIONS STATED ABOVE:  None

        The following item shall be prorated as of the day of closing: 
   Buyer's rent.  General taxes, water and sewer use charges, property taxes,
   utilities and all other operating expenses of the Property shall not be
   prorated, as such operating expenses are Buyer's responsibility under
   Buyer's lease from Seller. 

        Any income through the day of closing accrues to Seller.

        Special assessments, if any, for work on site actually commenced or
   levied prior to date of Offer shall be paid by Buyer.  All other special
   assessments shall also be paid by Buyer. 

        Seller will provide Buyer, at Buyer's expense, at least ten (10) days
   after acceptance of this Offer:

                  A commitment from Chicago Title Insurance Company to issue
                  title insurance in the amount of the purchase price
                  together with an access endorsement insuring Buyer's access
                  to South Howell Avenue, which commitment shall be updated
                  or endorsed within fifteen (15) days prior to closing 
   showing title to the property as of a date no more than fifteen (15) days
   before such title proof is provided to Buyer to be in the condition called
   for in this Offer, and further subject only to the permitted liens set
   forth above and liens which will be paid out on the proceeds of the
   closing.  Buyer shall notify Seller of any valid objection to title or any
   title matter described therein which is not permitted by this Offer in
   writing within five (5) days after receipt of the initial commitment;
   Buyer shall also notify Seller of any valid objection to title in writing
   within five (5) days after receipt of the amended title commitment in the
   amount of the purchase price.  Seller shall have a reasonable time, but
   not exceeding thirty (30) days, to remove the objections, and closing
   shall be extended as necessary for this purpose.

        If the transaction fails to close and the parties fail to agree on
   the disposition of earnest money, then the earnest money shall be
   disbursed according to the decision of a court of competent jurisdiction.

   SEE EXHIBIT A ATTACHED.

        Seller and Buyer agree to act in good faith and use diligence in
   completing the terms of this agreement.  This agreement binds and inures
   to the benefit of the parties to this agreement and their respective
   successors and assigns.

                                 BUYER:  MIDWEST EXPRESS AIRLINES, INC.



                                 By:  /s/ Timothy E. Hoeksema
                                 Name Printed: Timothy E. Hoeksema
                                 Title:  Chief Financial Officer

   THIS OFFER IS HEREBY ACCEPTED, THE WARRANTIES AND REPRESENTATIONS MADE
   HEREIN SURVIVE THE CLOSING OF THIS TRANSACTION.  THE UNDERSIGNED HEREBY
   AGREES TO SELL AND CONVEY THE ABOVE-MENTIONED PROPERTY ON THE TERMS AND
   CONDITIONS SET FORTH HEREIN AND ACKNOWLEDGES RECEIPT OF A COPY OF THIS
   AGREEMENT.

   Dated:  April __, 1997,                      SELLER:  CHOCOLATE CHIP
   LIMITED PARTNERSHIP

                                               By:
                                               Name Printed:  
                                               Title:  General Partner



   <PAGE>
                    EXHIBIT A TO COMMERCIAL OFFER TO PURCHASE


             1.   Escrow.  An earnest money escrow shall be opened by Buyer
   with Chicago Title Insurance Company within five (5) days after execution
   and delivery of this Contract by Buyer and Seller.  Upon receipt of such
   earnest money, Chicago Title Insurance Company shall invest and hold the
   earnest money in an interest bearing account for the benefit of Buyer. 
   Chicago Title Insurance Company shall continue to hold such earnest money
   until it is applied against the purchase price or otherwise released as
   required by the terms of this Contract.

             2.   Contingencies.  Buyer's obligation to purchase the Property
   pursuant to this Contract is subject to Buyer's written satisfaction or
   waiver of the following contingencies.  Buyer's failure to satisfy or
   waive the contingencies shall be deemed disapproval by Buyer, thereby
   rendering this Contract null and void.  If Buyer so disapproves, Buyer's
   earnest money, and all interest earned thereon shall be returned
   immediately to Buyer and Buyer and Seller shall be relieved from all
   further obligations hereunder.

             A.  Assumption of Financing Contingency.  Within thirty (30)
   days after acceptance of this Offer, Buyer shall, at Buyer's sole expense,
   procure the approval of Seller's lender to Buyer's assumption of Seller's
   financing at the closing of the purchase and sale of the Property, upon
   terms and conditions which are commercially reasonable and acceptable to
   Buyer.  In the event that Buyer is unable, within such time period, to
   procure terms and conditions for the assumption of such financing which
   are commercially reasonable or are acceptable to Buyer, then Buyer may
   terminate this Contract by giving Seller written notice of the same and
   this Contract shall be null and void.

             B.   Board Approval.  Within twenty (20) days after acceptance
   of this Offer, Buyer shall, at Buyer's sole expense procure the approval
   of Buyer's board of directors to the terms and conditions of the purchase
   of the Property as set forth herein.  In the event that Buyer is unable
   within such time period to procure such an approval, then Buyer may
   terminate this Contract by giving Seller written notice of the same and
   this Contract shall be null and void.

             3.   Seller's Additional Warranties.  Seller warrants and
   represents that:  (a) Seller has no notice or knowledge that the Property
   has been damaged or affected by any environmental contamination, defect,
   or dangerous condition; (b) Seller has no notice or knowledge that the
   Property violates any environmental laws and regulations, that except as
   may otherwise be set forth in the Environmental Site Assessment Update
   dated April 25, 1995 and the Geotechnical Engineering Explanation and
   Analysis dated May 25, 1995; the Property has ever been used for the
   production, storage or disposal of any hazardous substances, and that
   there have been any actions, suits, claims, orders, notices or proceedings
   threatened, pending, or outstanding against Seller or the Property, which
   adversely affect the Property or in any way jeopardize Seller's ability to
   perform its obligations under this Contract; (c) there is no existing or
   to Seller's knowledge any pending or threatened litigation, suit, action
   or proceeding before any court or administrative agency which has or may
   either create a lien upon the Property which will not be cleared by Seller
   at or prior to closing or otherwise adversely affect the Property; (d) to
   Seller's knowledge, there are no existing, pending or threatened
   condemnation proceedings affecting any portion of the Property; (e) to the
   best of Seller's knowledge, there are underground tanks on the Property;
   (f) under penalty of perjury, Seller is not a foreign person within the
   meaning of Section 1445 of the Internal Revenue Code of 1986, as amended,
   and Seller will deliver to Purchaser on or before closing the Seller's
   taxpayer identification number; and (g) Seller has good right, title and
   authority to convey title to the Property in the manner called for
   hereunder, the individuals executing the acceptance of this Offer have
   been duly authorized and empowered to so act on behalf of Seller and this
   Offer is, upon execution of the acceptance set forth below by such a
   partner, a valid and binding obligation of Seller, enforceable in
   accordance with its terms.

             4.   Closing.  The transfer of the Property shall be closed on
   the date set forth in line 42 of the Offer or on such earlier date (the
   "Closing Date") as specified by Buyer in a written notice delivered to
   Seller at least five (5) working days before such Closing Date.  Such
   Closing Date shall be no earlier than five (5) days after the Buyer's
   waiver or satisfaction of the contingencies set forth in Paragraphs 2A and
   2B above.