AMENDMENT NO. 10
                                       TO
                            AIRLINE LEASE NO. AC-865

        THIS AMENDMENT TO CONTRACT OF LEASE is made and entered into as of
   the day of August 18, 1997, 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 or Lease dated April 5, 1985, as amended, relating to space,
   use and occupancy of the premises and facilities of General Mitchell
   International Airport for the transportation of persons and cargo by air;
   and

        WHEREAS, Airline requests that Lessor assign four (4) gate hold
   rooms, two (2) hold room stairwells, and 364 linear feet of ramp
   associated with the four (4) gates located on Concourse D; and, 

        WHEREAS, County's Board of Supervisors in its meeting of September
   25, 1997, approved amending Airline's Lease to add the four (4) gate hold
   rooms, the hold room stairwells, and the linear feet of ramp associated
   with the gate hold rooms located on Concourse D; and,

        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, 1997, 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, 1997

                 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
      Space Function              Sq. Ft.        Cost Factor           ERUs

      Concourse Lower Level          191.00         .20                 38.20
      Office Unfinished
      (Unheated)

      Concourse Lower Level        3,158.00         .70              2,210.60
      Office Finished 
      (Heated)

      Concourse Lower Level       21,410.90         .85             18,199.27
      Office Finished 
      (Heated & Air 
      Conditioned)

      Concourse Upper Level            0            .95                 0
      Office Unfinished

      Concourse Upper Level        1,866.45         .95              1,773.13
      Office Finished

      Ticket Counter                 661.70        1.10                727.87

      Ticket Counter Office        1,307.40         .95              1,242.03

      Gate Hold Rooms             24,698.00        1.00             24,698.00

      Baggage Makeup Area          3,939.10         .75              2,954.33

      Baggage Service Office         304.90        1.00                304.90

      Hold Room Stairwell          1,966.44         .15                294.97

      Basement                         0            .25                  0

      Mezzanine Office Areas           0            .90                  0

      Operations Control Tower       401.00        1.08                433.08
                                  ---------                          --------
      TOTALS                      59,904.89                         52,876.38


        The space outlined above are those occupied by Lessee on July 1,
        1997, as shown on Exhibit "P", page 14 of 14 dated 7/97 attached
        hereto and made a part hereof."

   2.   Effective July 1, 1997, the areas referred to in Article IV,
        paragraph I, will be further amended to add approximately 364 linear
        feet of ramp areas associated with the gates 52, 54, 55, and 56 on
        Concourse D, as shown on Exhibit "J", Page 1 of 1, Dated "REV. 7/97."

   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.

   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 18th day of August, 1997.

   APPROVED:                       MILWAUKEE COUNTY
                                   a municipal corporation


   /s/ Barry Bateman                By /s/ Tyrone P. Dumas
   Airport Director     Date          Tyrone P. Dumas 
                                      Director of Public Works



                                   By /s/ Rod Lanser
   Corporation Counsel   Date         Rod Lanser    
                                      County Clerk


                                     AIRLINE


        Dated at Milwaukee, Wisconsin, this 1st day 
   of August, 1997.

                                   MIDWEST EXPRESS AIRLINES, INC.
                                   a Wisconsin corporation


                                   By /s/ Brenda Skelton          
                                   Title Sr. Vice President  

                                   Date 8/1/97                    



                                   By ___________________________

                                   Title ________________________

                                   Date _________________________


   STATE OF WISCONSIN )
                      ) ss
   MILWAUKEE COUNTY   )


   Personally came before me this 13th day of August, 1997, the above named
   Tyrone P. Dumas, 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 2/8/98


   STATE OF WISCONSIN )
                      ) ss
   MILWAUKEE COUNTY   )


   Personally came before me this 18th day of August, 1997, 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 Co., Wis.
                              My commission expires 10/15/00



   STATE OF Wisconsin  )
                       ) ss
   COUNTY OF Milwaukee )

   Personally came before me this 1st day of August, 

   1997, Brenda Skelton,                  Sr. Vice President,
                 (Name)                        (Title)

   and ____________________________,  _____________________________,
                 (Name)                        (Title)

   of MIDWEST EXPRESS AIRLINES, INC., Lessee above, 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, Milwaukee, WI
                              My commission expires: 1/7/2001