ASSIGNMENT OF RIGHTS AGREEMENT



                                     between




                          DOLPHIN TRADE & FINANCE, LTD.
                                    Assignor

                                       and

                         MIDWEST EXPRESS AIRLINES, INC.,
                                    Assignee






                             dated November 14, 1997




                 Eight McDonnell Douglas Model DC-9-81 Aircraft
                    Manufacturer's Serial Nos. 48029, 48030,
                   48031, 48032, 48033, 48070, 48071 and 48072







                        Feltman, Karesh, Major & Farbman,
                          Limited Liability Partnership
                               Carnegie Hall Tower
                              152 West 57th Street
                            New York, New York 10019


   <PAGE>

                                TABLE OF CONTENTS


                                                                         Page

   SECTION 1.  Definitions   . . . . . . . . . . . . . . . . . . . . . . .
         1
         1.1.  Definitions   . . . . . . . . . . . . . . . . . . . . . . . 1
         1.2.  Interpretation  . . . . . . . . . . . . . . . . . . . . . . 7

   SECTION 2.  Transfer of Purchase Rights   . . . . . . . . . . . . . . . 8
         2.1.  Transfer of Purchase Rights   . . . . . . . . . . . . . . . 8
         2.2.  Down Payments; Initial Payment  . . . . . . . . . . . . . . 8
         2.3.  Designation of Aircraft; Change in Scheduled Delivery Date  9
         2.4.  Purchase Price and Title Transfer   . . . . . . . . . . . . 9
         2.5.  Account; Nature of Payments   . . . . . . . . . . . . . .  10
         2.6.  Condition Upon Delivery   . . . . . . . . . . . . . . . .  10
         2.7.  Inspection  . . . . . . . . . . . . . . . . . . . . . . .  11
         2.8.  Alternate Delivery Mechanism  . . . . . . . . . . . . . .  11
         2.9.  Binding Obligations   . . . . . . . . . . . . . . . . . .  13
         2.10. Correction of Certain Post-Stripping Discrepancies  . . .  13
         2.11. Delivery of Upgrade Kits  . . . . . . . . . . . . . . . .  14
         2.12. Delivery Condition Financial Adjustments  . . . . . . . .  14

   SECTION 3.  Conditions to Agreement and Closing   . . . . . . . . . .  15
         3.1.  Conditions to Effectiveness of this Agreement Against
               Assignee  . . . . . . . . . . . . . . . . . . . . . . . .  15
         3.2.  Conditions to Effectiveness of this Agreement Against
               Assignor  . . . . . . . . . . . . . . . . . . . . . . . .  15
         3.3.  Assignee's Delivery Date Conditions   . . . . . . . . . .  16
         3.4.  Assignor's Delivery Date Conditions   . . . . . . . . . .  17
         3.5.  Additional Delivery Date Conditions   . . . . . . . . . .  18

   SECTION 4.  Sales Taxes   . . . . . . . . . . . . . . . . . . . . . .  19
         4.1.  Sales Taxes   . . . . . . . . . . . . . . . . . . . . . .  19
         4.2.  Assignor Liable for Sales Taxes Generally   . . . . . . .  19
         4.3.  Assignee Liable for Sales Taxes on Resale Aircraft  . . .  19
         4.4.  Cooperation   . . . . . . . . . . . . . . . . . . . . . .  19

   SECTION 5.  Representations, Warranties and Covenants of Assignor   .  20
         5.1.  Organization, Power and Authority   . . . . . . . . . . .  20
         5.2.  Non-Contravention   . . . . . . . . . . . . . . . . . . .  20
         5.3.  Enforceability  . . . . . . . . . . . . . . . . . . . . .  20
         5.4.  No Consent  . . . . . . . . . . . . . . . . . . . . . . .  20
         5.5.  Copies of JFS Documents   . . . . . . . . . . . . . . . .  21

   SECTION 6.  Representations, Warranties and Covenants of Assignee   .  21
         6.1.  Organization, Power and Authority   . . . . . . . . . . .  21
         6.2.  Non-Contravention   . . . . . . . . . . . . . . . . . . .  21
         6.3.  Enforceability  . . . . . . . . . . . . . . . . . . . . .  21
         6.4.  No Consent  . . . . . . . . . . . . . . . . . . . . . . .  22
         6.5.  Insurance   . . . . . . . . . . . . . . . . . . . . . . .  22

   SECTION 7.  Disclaimer of Additional Warranties   . . . . . . . . . .  22

   SECTION 8.  Release   . . . . . . . . . . . . . . . . . . . . . . . .  22

   SECTION 9.  Termination Upon Total Loss   . . . . . . . . . . . . . .  23

   SECTION 10. Termination Events, Remedies and Damages  . . . . . . . .  23
         10.1. Assignee Termination Events   . . . . . . . . . . . . . .  23
         10.2. Assignor Termination Events   . . . . . . . . . . . . . .  24
         10.3. Termination, Damages and Remedies   . . . . . . . . . . .  25

   SECTION 11. Applicable Law  . . . . . . . . . . . . . . . . . . . . .  27
         11.1. Construction  . . . . . . . . . . . . . . . . . . . . . .  27
         11.2. Jurisdiction  . . . . . . . . . . . . . . . . . . . . . .  27
         11.3. Waiver of Objection to Venue  . . . . . . . . . . . . . .  27
         11.4. Waiver of Jury Trial  . . . . . . . . . . . . . . . . . .  27
         11.5. Service of Process by Mail  . . . . . . . . . . . . . . .  27

   SECTION 12. Additional Provisions   . . . . . . . . . . . . . . . . .  28
         12.1. Successors and Assigns  . . . . . . . . . . . . . . . . .  28
         12.2. Entire Agreement  . . . . . . . . . . . . . . . . . . . .  28
         12.3. Notices   . . . . . . . . . . . . . . . . . . . . . . . .  28
         12.4. Expenses  . . . . . . . . . . . . . . . . . . . . . . . .  29
         12.5. Survival  . . . . . . . . . . . . . . . . . . . . . . . .  30
         12.6. No Brokers  . . . . . . . . . . . . . . . . . . . . . . .  30
         12.7. No Waiver of Enforcement  . . . . . . . . . . . . . . . .  30
         12.8. Counterparts  . . . . . . . . . . . . . . . . . . . . . .  30
         12.9. Further Assurances  . . . . . . . . . . . . . . . . . . .  30

   SCHEDULE 1 -- DELIVERY DATES AND PURCHASE PRICE . . . . . . . . . . . . 32

   SCHEDULE 2 -- INSURANCE REQUIREMENTS  . . . . . . . . . . . . . . . . . 33

   SCHEDULE 3 -- LIST OF TECHNICAL RECORDS . . . . . . . . . . . . . . . . 37

   EXHIBIT A -- FORM OF ACCEPTANCE CERTIFICATE . . . . . . . . . . . . . . 44

   EXHIBIT B -- FORM OF ASSIGNMENT AGREEMENT . . . . . . . . . . . . . . . 45

   EXHIBIT C -- CONSENT AND AGREEMENT  . . . . . . . . . . . . . . . . . . 47

   EXHIBIT D -- FORM OF TECHNICAL ACCEPTANCE CERTIFICATE . . . . . . . . . 49

   EXHIBIT E -- FORM OF DOLPHIN TRUSTEE'S BILL OF SALE . . . . . . . . . . 50





                         ASSIGNMENT OF RIGHTS AGREEMENT



               This ASSIGNMENT OF RIGHTS AGREEMENT, dated November 14, 1997
   (this "Agreement"), is between Dolphin Trade & Finance, Ltd., a British
   Virgin Islands corporation (the "Assignor"), and Midwest Express Airlines,
   Inc., a Wisconsin corporation (the "Assignee").

   RECITALS:

             (A)  Pursuant to the Forward Purchase Agreement, Assignor has
   the right to purchase from JFS Aircraft Holdings Co., Ltd. ("JFS") the
   airframe, engines, parts, documentation and data described in this
   Agreement, all of which are currently on lease to Japan Air Systems Co.,
   Ltd. ("JAS").

             (B)  Assignor desires to assign to Assignee as of each Delivery
   Date for each Aircraft all of its right, title and interest under the
   Forward Purchase Agreement related to such Aircraft and its obligation
   under the Forward Purchase Agreement to pay the purchase price for such
   Aircraft, and Assignee desires to assume such right, title, interest and
   obligation to purchase the Aircraft from JFS.

             NOW THEREFORE, in consideration of the foregoing and for other
   good and valuable consideration whose receipt and sufficiency are
   acknowledged, Assignor and Assignee agree as follows:

   SECTION 1.  DEFINITIONS

             1.1. Definitions.  In addition to the terms and expressions
   defined elsewhere in this Agreement, the following terms and expressions
   shall have the following meanings:

             "Acceptance Certificate" means, with respect to each Aircraft,
   the Acceptance Certificate signed by Assignee on the relevant Delivery
   Date for such Aircraft substantially in the form attached as Exhibit A.

             "Actual Cost" means actual cost of replacement parts plus the
   cost of the associated labor at Assignee's lowest labor rates charged to
   third parties (if the work is performed by Assignee) or at third party
   costs charged to Assignee (if the work is performed by third parties) and
   shall in no event include late charges, interest or other similar amounts.

             "Additional Insured" means (i) the Indemnitees, (ii) JFS, (iii)
   Credit Lyonnais, Tokyo Branch, Nippon Aircraft Leasing, Inc., Ryoshin
   Leasing Corporation and The Toyo Trust & Banking Co., Ltd., as lenders to
   JFS (the "Lenders"), (iv) Credit Lyonnais, Tokyo Branch as agent for the
   Lenders, (v) the Mortgagee, and (vi) Credit Lyonnais/PK AIRFINANCE.

             "Affiliate" means, in relation to any Person, any other Person
   controlled directly or indirectly by that Person, any other Person that
   controls directly or indirectly that Person or any other Person under
   common control with that Person.  For purposes of this definition,
   "control" of any Person means ownership of a majority of the voting power
   of such Person.

             "Aircraft" means, collectively, each of the Airframes and its
   related Engines and Technical Records and, individually, any of such
   Airframes and its related Engines and Technical Records.

             "Airframe" means each of eight McDonnell Douglas Model DC-9-81
   airframes bearing manufacturer's serial nos. 48029, 48030, 48031, 48032,
   48033, 48070, 48071 and 48072, excluding the Engines related to such
   airframe or any engine from time to time installed on such airframe and
   including any and all Parts attached to, incorporated in, installed on or
   appurtenant to such airframe.

             "Applicable Law" means all applicable (i) laws, treaties and
   international agreements of any national government, (ii) laws of any
   state, province, territory, locality or other political subdivision of a
   national government, and (iii) rules, regulations, judgments, decrees,
   orders, injunctions, writs, directives, licenses and permits of any
   Governmental Body or arbitration authority.

             "Assignee Potential Termination Event" means an Assignee
   Termination Event or an event that, with the giving of notice, the passage
   of time, or both, would constitute an Assignee Termination Event.

             "Assignee Termination Event" has the meaning given such term in
   Section 10.1.

             "Assignee's Counsel" means Foley & Lardner with offices at
   Firstar Center, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202-
   5367.

             "Assignment Agreement" means, for each Aircraft, an Assignment
   Agreement in the form attached as Exhibit B pursuant to which, on the
   Delivery Date for such Aircraft, Assignor shall assign to Assignee all
   right, title and interest of Assignor under the Forward Purchase Agreement
   relating to such Aircraft and the obligation to pay the JFS Purchase Price
   for such Aircraft on such Delivery Date.

             "Assignor Potential Termination Event" means an Assignor
   Termination Event or an event that, with the giving of notice, the passage
   of time or both, would constitute an Assignor Termination Event.

             "Assignor Termination Event" has the meaning given such term in
   Section 10.2.

             "Assignor's Counsel" means Feltman, Karesh, Major & Farbman,
   Limited Liability Partnership with offices at Carnegie Hall Tower, 152
   West 57th Street, New York, New York 10019.

             "Bills of Sale" means, with respect to each Aircraft, the FAA
   Bill of Sale covering such Airframe and the Warranty Bill of Sale covering
   such Aircraft.

             "Business Day" means any day other than a Saturday, a Sunday or
   a day on which commercial banking institutions in New York, New York and
   Tokyo, Japan are authorized or required to be closed.

             "Consent and Agreement" means a Consent and Agreement, dated the
   date of this Agreement, by JFS in the form attached as Exhibit C pursuant
   to which, among other things, JFS consents to the assignment of Assignor's
   rights to purchase each Aircraft on its respective Delivery Date pursuant
   to the Assignment Agreement for such Aircraft.

             "Delivery" means, with respect to each Aircraft, the transfer to
   Assignee of title to such Aircraft in accordance with this Agreement by
   the delivery to Assignee of the applicable Warranty Bill of Sale covering
   such Aircraft.

             "Delivery Date" means for each Aircraft the date on which the
   Delivery of such Aircraft occurs.

             "Delivery Location" means (i) for each Aircraft other than a
   Resale Aircraft, the location for delivery of such Aircraft determined
   pursuant to Section 2.2 of the Forward Purchase Agreement, and (ii) for
   each Resale Aircraft, the location determined pursuant to Section 2.8(b).

             "Dollars" or "$" means the legal currency of the United States
   of America.

             "Dolphin Trustee" means First Security Bank, National
   Association or another commercial bank or trust company reasonably
   selected by Assignor, acting as owner trustee pursuant to a trust
   agreement that qualifies such trustee as a "citizen of the United States"
   for purposes of 11 U.S.C. Section 40102(a)(15).

             "Down Payments" means, collectively, the First Down Payment and
   the Second Down Payment.

             "Engines" means the 16 Pratt & Whitney Model JT8D-217C aircraft
   engines meeting the requirements set forth in Article 17.2(3) of the Lease
   and any and all Parts attached to, incorporated in, installed on or
   appurtenant to any such engine and, with respect to any Airframe, the two
   Engines specifically identified in the Acceptance Certificate and Warranty
   Bill of Sale with respect to such Airframe.

             "FAA" means the U.S. Federal Aviation Administration or any
   successor agency administering Subtitle VII of Title 49 of the United
   States Code.

             "FAA Bill of Sale" means (i) with respect to each Aircraft other
   than a Resale Aircraft, the FAA form bill of sale (AC Form 8050-2)
   transferring title to the Airframe from JFS to Assignee, and (ii) with
   respect to each Resale Aircraft, the FAA form bill of sale (AC Form 8050-
   2) transferring title to the Airframe from the Dolphin Trustee to
   Assignee.

             "First Down Payment" means the amount of $   *   .
   ___________
   *    Indicates that material has been omitted and confidential treatment
        has been requested therefor.  All such omitted material has been
        filed separately with the SEC pursuant to Rule 24b-2.

             "Forward Purchase Agreement" means the Forward Purchase
   Agreement dated as of December 15, 1995 between JFS, as seller, and
   Assignor, as buyer, as amended by Amendment No. 1 to Forward Purchase
   Agreement, dated as of September 30, 1997, between JFS and Assignor, and
   as supplemented by the letter agreement, dated November 13, 1997, between
   JFS and Assignor.

             "Governmental Body" means any department, commission, board,
   bureau, court, legislature, agency, instrumentality or authority of any
   national government or any political subdivision thereof.

             "Indemnitees" means Assignor and its shareholders, Affiliates,
   subsidiaries, directors, officers, agents and employees and, with respect
   to any Resale Aircraft, the Dolphin Trustee and its shareholders,
   Affiliates, subsidiaries, directors, officers, agents and employees.

             "Initial Payment" means, with respect to each Aircraft, the
   amount of $   *    due to be paid by Assignee to Assignor 90 days before
   the Scheduled Delivery Date for such Aircraft.
   ___________
   *    Indicates that material has been omitted and confidential treatment
        has been requested therefor.  All such omitted material has been
        filed separately with the SEC pursuant to Rule 24b-2.

             "JAA" means from time to time the Governmental Body of Japan
   that has jurisdiction over the registration, airworthiness and operation
   of the Aircraft.

             "JFS Purchase Price" means the "Purchase Price" as such term is
   defined in the Forward Purchase Agreement.

             "Lease" means, collectively, (i)  the Aircraft Lease Agreement,
   dated as of December 15, 1995, between JFS and JAS with respect to the
   Aircraft , (ii) the Aircraft Lease Agreement, dated September 30, 1997,
   between JFS and Lessee with respect to the Aircraft bearing manufacturer's
   serial no. 48031, (iii) the Aircraft Lease Agreement, dated September 30,
   1997, between JFS and Lessee with respect to the Aircraft bearing
   manufacturer's serial no. 48033, and (iv) the Memorandum of Understanding
   for Lease Extension, dated 28 March 1997, between Lessee, JFS and
   Assignor.

             "LIBOR" means for each Monthly Period the USD-LIBOR-BBA rate for
   one-month periods that appears on Telerate Page 3750 at or about 11:00
   a.m. London time on the second London Banking Day before the first day of
   such Monthly Period.  If no quotation appears on Telerate Page 3750,
   "LIBOR" shall be the rate per annum determined by the Paying Agent to be
   the average (rounded to the nearest hundredth of one percent) of the rates
   at which Dollar deposits are offered for one-months periods by leading
   reference banks to banks in the London Interbank Market at or about 11:00
   a.m. London time on the second London Banking Day before the first day of
   such Monthly Period.  If fewer than two quotations are provided by such
   reference banks, the applicable rate will be the arithmetic mean of the
   rates quoted by major banks in New York City, selected by the Paying
   Agent, at approximately 11:00 a.m. New York City time on the Business Day
   which is two Business Days before the first day of such Monthly Period for
   loans in Dollars to leading European banks for the one-month period during
   the applicable Monthly Period and in an amount equal to the amount of the
   aggregate Down Payments and Initial Payments then held by Paying Agent.

             "Lien" means any mortgage, chattel mortgage, pledge, lien,
   charge, encumbrance, lease, exercise of rights, security interest or lease
   in the nature thereof (including any conditional sales agreement,
   equipment trust agreement or other title retention agreement), statutory
   rights in rem or claim of any kind whatsoever.

             "London Banking Day" means a day on which foreign exchange
   markets in London, England and in New York City, New York are open for the
   transaction of the business required for the Paying Agent to determine
   LIBOR.

             "Manufacturer" means The Boeing Company, as successor by merger
   to the McDonnell Douglas Corporation.

             "Monthly Period" means the period beginning on the 5th day of
   any calendar month (commencing September 5, 1997) and ending on the 4th
   day of the next succeeding calendar month.

             "Mortgagee" means Credit Lyonnais, Tokyo Branch, as security
   agent for the Lenders.

             "Operative Documents" means this Agreement, the Assignment
   Agreement for each Aircraft, the Consent and Agreement, the Acceptance
   Certificate for each Aircraft, the Technical Acceptance Certificate for
   each Resale Aircraft, the Bills of Sale for each Aircraft, the Releases of
   Mortgage for each Aircraft and the Paying Agency Agreement.

             "Parts" means any and all appliances, parts, instruments,
   appurtenances, accessories, furnishings and other equipment or components
   of whatever nature (other than complete Engines or engines) incorporated
   in, installed in, attached to or appurtenant to the Aircraft.

             "Paying Agent" means Credit Lyonnais/PK AIRFINANCE, a
   corporation organized and existing under the laws of the Grand Duchy of
   Luxembourg.

             "Paying Agency Agreement" means the Paying Agency Agreement,
   dated the date of this Agreement, between Assignee, Assignor and the
   Paying Agent pursuant to which the Paying Agent will receive and disburse
   the JFS Purchase Price and the Purchase Price for each Aircraft on the
   Delivery Date.

             "Person" means any individual, corporation, partnership, limited
   liability company, limited liability partnership, joint venture,
   association, joint stock company, trust, unincorporated organization or
   Governmental Body.

             "Post-Stripping Discrepancies" means discrepancies found to the
   Aircraft following the stripping of paint from the Airframe as a result of
   (i) lightning strikes to the Airframe not having been repaired or treated
   in accordance with the SRM, and (ii) damage caused by sanding of paint
   during previous painting of the Airframe not repaired in accordance with
   the SRM, but excluding in each case any discrepancy that was discovered
   before return of the Aircraft under the Lease and that JAS was required to
   correct in accordance with the terms of the Lease.

             "Purchase Price" means, with respect to each Aircraft, the
   amount set forth on Schedule 1 for such Aircraft.

             "Resale Aircraft" has the meaning set forth in Section 2.8.

             "Releases of Mortgage" means, with respect to each Aircraft, (i)
   the release to be executed by Mortgagee extinguishing the Liens of the
   security agreements in favor of the Mortgagee in such Aircraft and in the
   Forward Purchase Agreement with respect to such Aircraft, and (ii) the
   release to be executed by Assignor extinguishing the Liens of the security
   agreements in favor of Assignor in such Aircraft and in the Forward
   Purchase Agreement with respect to such Aircraft, in each case in scope
   and form reasonably acceptable to Assignee.

             "Second Down Payment" means the amount of $   *   .

   __________
   *    Indicates that material has been omitted and confidential treatment
        has been requested therefor.  All such omitted material has been
        filed separately with the SEC pursuant to Rule 24b-2.

             "Scheduled Delivery Date" means for a particular Aircraft one of
   the dates set forth on Schedule 1.

             "Special FAA Counsel" means Fellers, Snider, Blankenship, Bailey
   & Tippens with offices at Bank One Tower, 100 North Broadway, Suite 1700,
   Oklahoma City, Oklahoma 73102.

             "SRM" means the Structural Repair Manual as promulgated from
   time to time by the Manufacturer.

             "Technical Acceptance Certificate" means, with respect to a
   Resale Aircraft, an acceptance certificate in the form attached as Exhibit
   D.

             "Technical Records" means, with respect to each Aircraft, the
   records, logs, manuals and other documentation and data that JAS has
   maintained with respect to the Aircraft and is obligated to transfer to
   JFS pursuant to the Lease.

             "Telerate Page 3750" means the display page so designated on the
   Dow Jones Telerate Service (or such other page as may replace that page on
   that service, or such other service as Assignor, Assignee and the Paying
   Agent may agree to be nominated as the information vendor) for the purpose
   of displaying London Interbank Offered Rates of leading reference banks.

             "Total Purchase Price" means $   *    .
   ___________
   *    Indicates that material has been omitted and confidential treatment
        has been requested therefor.  All such omitted material has been
        filed separately with the SEC pursuant to Rule 24b-2.

             "Upgrade Kits" means the parts and documentation set forth in
   the Manufacturer's Kit Configuration Notices K699, K691, K620 and K507 to
   convert three McDonnell Douglas Model DC-9-81 aircraft to McDonnell
   Douglas Model DC-9-82 aircraft, as purchased by Assignor from the
   Manufacturer pursuant to Letter C1-L44-97-P1574C, dated February 13, 1997.

             "Warranty Bill of Sale" means (i) with respect to each Aircraft
   other than a Resale Aircraft, a Full Warranty Bill of Sale substantially
   in the form attached as Exhibit A to the Forward Purchase Agreement, as
   amended pursuant to the Consent and Agreement, and (ii) with respect to
   each Resale Aircraft, a bill of sale in the form attached as Exhibit E.

             1.2. Interpretation.  This Agreement shall be governed by and
   interpreted in accordance with the following provisions:

             (a)  Headings and divisions in this Agreement are made and
   employed for convenience and reference only and are not intended to affect
   the interpretation of this Agreement.

             (b)  References in this Agreement to a "Section", "Schedule" or
   "Exhibit", unless otherwise indicated, shall refer to a Section, Schedule
   or Exhibit of or to this Agreement.

             (c)  Unless otherwise indicated, any law, statute, treaty or
   ordinance defined or referred to in this Agreement means or refers to such
   law, statute, treaty or ordinance as amended from time to time, any
   successor or replacement law, statute, treaty or ordinance as amended from
   time to time, and the rules and regulations promulgated from time to time
   under such law, statute, treaty or ordinance.

             (d)  Unless otherwise indicated, any agreement defined or
   referred to in this Agreement means or refers to such agreement as
   amended, modified or supplemented from time to time or as the terms of
   such agreement are waived or modified, in each case in accordance with its
   terms and as permitted under this Agreement.

             (e)  Terms defined in this Agreement in the singular include the
   plural of such terms, and terms defined in this Agreement in the plural
   include the singular of such terms.

             (f)  The term "including", when used in this Agreement, means
   "including without limitation" and "including but not limited to".

   SECTION 2.  TRANSFER OF PURCHASE RIGHTS

             2.1. Transfer of Purchase Rights.  Subject to the satisfaction
   of the conditions set forth in Section 3, on the Delivery Date for each
   Aircraft (except as provided in Section 2.8), Assignor shall assign to
   Assignee (a) all of Assignor's right, title and interest under the Forward
   Purchase Agreement with respect to such Aircraft and (b) Assignor's
   obligation under the Forward Purchase Agreement to pay the JFS Purchase
   Price for such Aircraft, and Assignee shall accept such assignment and
   shall purchase such Aircraft from JFS pursuant to the Forward Purchase
   Agreement, except that the Assignor hereby reserves and does not transfer
   its right, title and interest in any indemnities, insurance proceeds or
   other payments under the Forward Purchase Agreement in favor of the
   Assignor relating to any Aircraft to the extent that such indemnities,
   insurance proceeds or payments were paid, accrued in favor of or became
   payable to Assignor prior to the Delivery Date for such Aircraft
   (collectively, and individually for each Aircraft, the "Reserved Rights"). 
   In consideration for the assignment to Assignee of such rights, title,
   interest and obligation for all Aircraft other than Aircraft sold pursuant
   to Section 2.8, and in consideration for the sale by Assignor of the
   Aircraft covered by Section 2.8, Assignee shall pay the Total Purchase
   Price in accordance with the terms of this Agreement.  Except for the
   obligation to pay the JFS Purchase Price, Assignee shall not be liable for
   any of the obligations or duties of Assignor under the Forward Purchase
   Agreement, all of which obligations (including the obligations pursuant to
   Section 12(b) of the Forward Purchase Agreement) shall be retained by
   Assignor.  Assignor and Assignee expressly acknowledge and agree for the
   benefit of JFS that Assignor shall remain fully liable to perform all of
   the duties and to fulfill all of the obligations of Assignor under the
   Forward Purchase Agreement (i) to the extent Assignee is relieved of its
   obligations hereunder by virtue of a default by Assignor to perform its
   obligations hereunder or (ii) that have not been expressly assigned to
   Assignee hereunder or expressly assumed by JFS in the Consent and
   Agreement.

             2.2. Down Payments; Initial Payment.  (a)  On July 9, 1997,
   Assignee paid the First Down Payment to the Paying Agent on behalf of
   Assignor, receipt of which is acknowledged by Assignor.  On September 5,
   1997, Assignee paid the Second Down Payment to the Paying Agent on behalf
   of Assignor, receipt of which is acknowledged by Assignor.  On September
   22, 1997, Assignee paid the Initial Payment with respect to the first
   Aircraft to be delivered to the Paying Agent on behalf of the Assignor,
   receipt of which is acknowledged by Assignor.

             (b)  On or before the date that is 90 days before each Scheduled
   Delivery Date, Assignee shall make an Initial Payment to Assignor that,
   upon identification pursuant to Section 2.3 of the Aircraft to be
   delivered on or about such Scheduled Delivery Date, will become the
   Initial Payment with respect to such Aircraft.  So long as no Assignee
   Termination Event has occurred and is continuing, (i) at the time the
   Initial Payment is due for each of the third through seventh Aircraft to
   be Delivered to Assignee pursuant to this Agreement and the Forward
   Purchase Agreement, Assignor shall apply $    *     from the aggregate
   amount of Down Payments to such Initial Payment so that the payment to be
   made by Assignee in each case shall be $   *    and (ii) at the time the
   Initial Payment is due for the eighth Aircraft to be Delivered to Assignee
   pursuant to this Agreement and the Forward Purchase Agreement, Assignor
   shall apply the remaining amount of the Down Payments then held by the
   Paying Agent to such Initial Payment so that the payment to be made by
   Assignee shall be $    *    minus the amount of the Down Payments then
   held by Paying Agent.

   ___________
   *    Indicates that material has been omitted and confidential treatment
        has been requested therefor.  All such omitted material has been
        filed separately with the SEC pursuant to Rule 24b-2.

             (c)  Pursuant to the Paying Agency Agreement, interest on all
   Down Payments and Initial Payments held by the Paying Agent shall accrue
   beginning and with effect from September 5, 1997 until the Down Payments
   and Initial Payments are applied pursuant to this Agreement.  Interest
   shall accrue during each Monthly Period on the Down Payments and any
   Initial Payments held by the Paying Agent from time to time during such
   Monthly Period at an interest rate per annum equal to LIBOR minus 0.25%,
   and so long as no Assignee Potential Termination Event has occurred and is
   continuing, all interest accrued on the Down Payments and the Initial
   Payments shall be paid to Assignee on the 15th day of January, April, July
   and October, beginning January 15, 1998, and promptly following the
   Delivery of the eighth Aircraft to Assignee pursuant to this Agreement and
   the Forward Purchase Agreement.

             2.3. Designation of Aircraft; Change in Scheduled Delivery Date. 
   (a)  At least 60 days before each of the Scheduled Delivery Dates listed
   in Schedule 1, Assignor shall specify by written notice to Assignee the
   Aircraft to be delivered on such Scheduled Delivery Date.  Assignor shall
   not amend any Scheduled Delivery Date with JFS to either postpone or
   accelerate such Scheduled Delivery Date in an amount greater than 15 days
   without the prior written consent of Assignee, but this sentence shall not
   affect the provisions of Section 3.3 of the Forward Purchase Agreement. 
   Any amendment to the Scheduled Delivery Date of any Aircraft shall be
   promptly reflected in an amendment to Schedule 1 to this Agreement.

             (b)  In the event that Assignor is required to purchase one or
   more Aircraft before the remaining Scheduled Delivery Dates pursuant to
   the provisions of Section 3.3 of the Forward Purchase Agreement, Assignor
   shall be obligated to sell to Assignee and Assignee shall be obligated to
   purchase from Assignor such Aircraft on the Scheduled Delivery Dates (and
   not earlier unless Assignee otherwise agrees), for the Purchase Price, in
   the delivery condition required pursuant to Section 2.6 and giving
   Assignee inspection rights at least equal to those it would have enjoyed
   pursuant to Section 2.7.

             2.4. Purchase Price and Title Transfer.  (a)  At least two
   Business Days in advance of the Scheduled Delivery Date for each Aircraft,
   Assignee shall deposit the Purchase Price for such Aircraft, less the
   Initial Payment for such Aircraft, with the Paying Agent pursuant to the
   Paying Agency Agreement.  If the Purchase Price for such Aircraft is less
   than the JFS Purchase Price for such Aircraft, at least two Business Days
   in advance of the Scheduled Delivery Date for such Aircraft, Assignor
   shall deposit the balance of the JFS Purchase Price for such Aircraft with
   the Paying Agent pursuant to the Paying Agency Agreement.

             (b)  On the Delivery Date for each Aircraft (other than a Resale
   Aircraft), Assignor shall assign to Assignee and Assignee shall assume all
   of Assignor's right, title and interest with respect to such Aircraft
   under the Forward Purchase Agreement, including Assignor's right to
   purchase such Aircraft from JFS, and Assignor shall assign to Assignee and
   Assignee shall assume Assignor's obligation to pay the JFS Purchase Price
   for such Aircraft to JFS on the Delivery Date, subject to the Reserved
   Rights.  On the Delivery Date for each such Aircraft, Assignor and
   Assignee shall execute and deliver to each other an Assignment Agreement
   for such Aircraft.  Immediately thereafter, Assignee shall purchase such
   Aircraft from JFS pursuant to and in accordance with the Forward Purchase
   Agreement.

             (c)  On the Delivery Date for each Aircraft (other than a Resale
   Aircraft) and in consideration for the assignment to Assignee of
   Assignor's right to purchase such Aircraft from JFS and Assignee's
   purchase of such Aircraft from JFS pursuant to the Forward Purchase
   Agreement, Assignee hereby directs the Paying Agent to apply the Purchase
   Price for such Aircraft and any other amounts for such Aircraft deposited
   pursuant to Sections 2.2(b) and 2.4(a) with respect to such Aircraft as
   follows:

                  (i)  to pay the JFS Purchase Price to JFS in accordance
        with the Forward Purchase Agreement; and

                  (ii) to pay the balance of the Purchase Price, if any, to
        Assignor by wire transfer in immediately available funds to the
        account of Assignor designated in the Paying Agency Agreement.

             (d)  Concurrent with Delivery of each Aircraft (other than a
   Resale Aircraft) by JFS to Assignee, title to and risk of loss and damage
   to or destruction of such Aircraft shall forthwith transfer from JFS to
   Assignee.  In addition, concurrent with the delivery of the Warranty Bill
   of Sale for such Aircraft by JFS to Assignee and delivery of the
   Acceptance Certificate for such Aircraft by Assignee to Assignor and JFS,
   Assignor and Assignee shall deliver the documents provided in Sections 3.3
   and 3.4, respectively.

             2.5. Account; Nature of Payments.  (a)  All Down Payments,
   Initial Payments and payments of the Purchase Price shall be paid to the
   Paying Agent on behalf of Assignor pursuant to the Paying Agency Agreement
   by wire transfer to the following account:

             Credit Lyonnais, New York
             ABA No. 026008073
             Account No. 01-19991-0001-00
             In favor of:   CL/PK AIRFINANCE
                            CHIPS UID No. 351877
             Reference:     MEH71

             (b)  All payments of the Down Payments, the Initial Payments and
   the Purchase Price and all other payments under this Agreement shall be
   made in Dollars and in immediately available funds for full credit on the
   date payment is due under this Agreement, except that payments of the JFS
   Purchase Price to JFS shall be made by the Paying Agent on behalf of
   Assignee in accordance with the Forward Purchase Agreement.  All such
   payments shall be made in full (i) without any deduction for offset or
   counterclaim and (ii) without any withholding in respect of any duties or
   taxes imposed by any jurisdiction that would not have been imposed but for
   the presence of the Assignee or a principal of the Assignee in such
   jurisdiction.

             2.6. Condition Upon Delivery.  On the Delivery Date for each
   Aircraft, such Aircraft shall comply with the delivery conditions set
   forth in Article 17 of the Lease and shall be accompanied by the Technical
   Records and other aircraft documents listed in Schedule 3; provided, that
   Assignee acknowledges JFS is not obligated under the Forward Purchase
   Agreement to deliver any aircraft documents other than the Technical
   Records, as listed in Appendix Five of the Lease, and Assignor confirms
   that the obligation to deliver any aircraft documents listed in Schedule 3
   that do not constitute "Technical Records" is Assignor's alone.  Except as
   provided in Section 2.8, on the later of the Scheduled Delivery Date for
   an Aircraft or the date on which the inspection set forth in Section 2.7
   for such Aircraft has been completed and such Aircraft meets the delivery
   conditions set forth in Article 17 of the Lease, Assignee shall accept
   such Aircraft at the Delivery Location "AS IS, WHERE IS WITH ALL FAULTS"
   AND SUBJECT TO EACH AND EVERY DISCLAIMER OF WARRANTY AND REPRESENTATION
   SET FORTH IN SECTION 7.  Assignee acknowledges that it has reviewed the
   Forward Purchase Agreement and Article 17 of the Lease and accepts and
   agrees to the sufficiency of the provisions regarding the condition for
   return of the Aircraft to JFS as lessor under the Lease and delivery of
   the Aircraft to Assignor as buyer under the Forward Purchase Agreement. 
   Assignee shall be deemed to have unconditionally accepted each item of an
   Aircraft for all purposes of this Agreement upon Assignee's acceptance
   from JFS of the Warranty Bill of Sale for such Aircraft.  Such acceptance
   shall be evidenced by the delivery to Assignor and JFS of the Acceptance
   Certificate with respect to such Aircraft on the Delivery Date for such
   Aircraft.

             2.7. Inspection.  The Assignor hereby appoints Assignee as the
   Assignor's attorney-in-fact and agent (such appointment being coupled with
   an interest and immediately and without further notice or action
   effective) to inspect and conduct the test flights with respect to the
   Aircraft in accordance with Sections 8.2 and 9.2 of the Forward Purchase
   Agreement.  The foregoing agency shall immediately be revoked on the
   occurrence and during the continuation of an Assignee Termination Event or
   any other termination of this Agreement.  Assignee hereby assumes all
   responsibility for confirming that all Aircraft returned to JFS as lessor
   under Article 17 of the Lease shall satisfy the return conditions set
   forth in Article 17 of the Lease on the Delivery Date and at the delivery
   location specified in accordance with Section 2.2 of the Forward Purchase
   Agreement, and satisfaction of such return conditions shall be deemed
   satisfaction of all delivery conditions of such Aircraft under this
   Agreement.

             2.8. Alternate Delivery Mechanism.  At the option of Assignee,
   for the first Aircraft to be delivered under the Forward Purchase
   Agreement, such option to be exercised before December 14, 1997, and for
   any subsequent Aircraft agreed by Assignor and Assignee at least 15 days
   before the Scheduled Delivery Date for such Aircraft (each, a "Resale
   Aircraft"), the following alternative delivery mechanism shall apply:

             (a)  On the Scheduled Delivery Date for a Resale Aircraft, or on
   such later date as JFS meets the delivery conditions set forth in the
   Forward Purchase Agreement for such Resale Aircraft, (i) Assignee shall
   sign a Technical Acceptance Certificate for such Resale Aircraft
   unconditionally accepting such Resale Aircraft for all purposes of this
   Agreement, and (ii) Assignor shall purchase such Resale Aircraft pursuant
   to and in accordance with the provisions of the Forward Purchase Agreement
   and, as soon thereafter as possible, contribute such Resale Aircraft to
   the trust estate held by the Dolphin Trustee and cause the Dolphin Trustee
   to register such Resale Aircraft with the FAA.  The execution by Assignee
   of the Technical Acceptance Certificate constitutes unconditional and
   irrevocable acceptance and agreement to the sufficiency of the condition
   of such Resale Aircraft for all purposes of this Agreement.

             (b)  At least 15 days before the Scheduled Delivery Date for any
   Resale Aircraft, Assignee shall notify Assignor of a proposed storage
   location for such Resale Aircraft in the United States of America, which
   shall be in a jurisdiction that will not impose any sales, use, transfer
   or similar taxes on the sale of such Resale Aircraft by the Dolphin
   Trustee to Assignee.  If Assignor accepts the proposed location, such
   proposed location shall become the "Delivery Location" for such Resale
   Aircraft.  If the proposed location might, in the reasonable opinion of
   Assignor and Assignor's Counsel, impose a sales, use, transfer or similar
   tax on the sale of such Resale Aircraft by the Dolphin Trustee to
   Assignee, then Assignor shall so advise Assignee in writing and, at least
   five days before the Scheduled Delivery Date for such Resale Aircraft,
   Assignor and Assignee shall agree on an alternative location within the
   United States of America that will not impose any sales, use, transfer or
   similar taxes on the sale of such Resale Aircraft by the Dolphin Trustee
   to Assignee and that shall be the "Delivery Location" for such Resale
   Aircraft.

             (c)  Following purchase of a Resale Aircraft by the Dolphin
   Trustee and upon registration of such Resale Aircraft with the FAA,
   Assignee shall cause such Resale Aircraft to be ferried as soon as
   possible to the Delivery Location for such Resale Aircraft, and thereafter
   the "Delivery Date" for such Resale Aircraft shall be the earlier of (i) a
   Business Day specified by written notice from Assignee to Assignor given
   at least three Business Days before the specified date and (ii) the 20th
   day after the purchase of such Resale Aircraft by the Dolphin Trustee from
   JFS (or, if such 20th day is not a Business Day, the immediately preceding
   Business Day).  The Assignee shall be responsible for all costs and
   arrangements in connection with the ferry of such Resale Aircraft from the
   delivery location specified in Section 2.2 of the Forward Purchase
   Agreement to the Delivery Location, including insurance complying with the
   provisions of Schedule 2 and applying for an Export Certificate of
   Airworthiness for such Resale Aircraft from the JAA, and such ferry shall
   be accomplished in accordance with all Applicable Law, including all
   applicable JAA and FAA regulations.  The Assignee shall also be
   responsible for all costs and arrangements in connection with the storage
   of such Resale Aircraft at the Delivery Location, including insurance
   complying with the provisions of Schedule 2, and such storage shall be
   accomplished in accordance with all Applicable Law, including an
   FAA-approved maintenance or storage program.  Before the Scheduled
   Delivery Date of such Resale Aircraft, Assignee shall deliver to Assignor
   and the Dolphin Trustee a certificate of insurance and a letter of
   undertaking from independent insurance brokers reasonably acceptable to
   Assignor and the Dolphin Trustee evidencing that for such ferry flight and
   thereafter such Resale Aircraft is covered by insurance policies in
   accordance with Schedule 2.  Assignor shall, and shall cause the Dolphin
   Trustee to, cooperate with all reasonable requests and take all actions
   reasonably requested by Assignee in connection with the removal of a
   Resale Aircraft from Japan and the ferry and storage of a Resale Aircraft
   as contemplated by this Agreement, including applying to the JAA for the
   issuance of an Export Certificate of Airworthiness for each Resale
   Aircraft.

             (d)  On the Delivery Date for such Resale Aircraft, Assignor
   shall cause the Dolphin Trustee to sell and deliver to Assignee, and
   Assignee shall purchase and accept from the Dolphin Trustee, such Resale
   Aircraft for the Purchase Price.  At the Delivery, Assignor shall deliver,
   and shall cause the Dolphin Trustee to deliver, to Assignee the Warranty
   Bill of Sale and the FAA Bill of Sale for such Resale Aircraft, and in
   consideration Assignee hereby directs the Paying Agent to pay the Purchase
   Price for such Resale Aircraft to Assignor by wire transfer in immediately
   available funds to the account of Assignor designated in the Paying Agency
   Agreement.  Concurrent with Delivery of each such Resale Aircraft by the
   Dolphin Trustee to Assignee, title to and risk of loss and damage to or
   destruction of such Resale Aircraft shall forthwith transfer from the
   Dolphin Trustee to Assignee, and Assignor and Assignee shall deliver the
   documents provided in Sections 3.3 and 3.4, respectively.

             (e)  Assignee indemnifies Assignor and the Dolphin Trustee and
   agrees to hold Assignor and the Dolphin Trustee harmless against any and
   all reasonable liabilities, damages, claims, costs and expenses, and to
   reimburse Assignor and the Dolphin Trustee for any reasonable legal or
   other fees or expenses, incurred by either of them in connection with,
   arising out of or resulting from the creation and maintenance of the
   Dolphin Trustee, the purchase of any Resale Aircraft by Assignor and the
   sale of any Resale Aircraft to Assignee as contemplated by this
   Section 2.8; provided, that Assignee shall have no obligation to indemnify
   or hold harmless Assignor or the Dolphin Trustee for any liabilities,
   damages, claims, costs or expenses (i) that would have been incurred by
   Assignor pursuant to the Forward Purchase Agreement or this Agreement in
   connection with any Resale Aircraft if the alternative delivery mechanism
   set forth in this Section 2.8 had not been used, or (ii) that result from
   Assignor's or the Dolphin Trustee's gross negligence or wilful misconduct.

             (f)  Except as set forth in this Section 2.8, none of the
   obligations of Assignee or Assignor in this Agreement shall be limited or
   waived, specifically including the obligation of Assignee set forth in
   Section 2.4(a) to pay the balance of the Purchase Price for each Aircraft
   (whether or not a Resale Aircraft) to the Paying Agent.

             2.9. Binding Obligations.  This Agreement is intended to set
   forth the binding obligation of Assignor to assign to Assignee Assignor's
   rights under the Forward Purchase Agreement to purchase the Aircraft and
   Assignor's obligation to pay the JFS Purchase Price for the Aircraft and
   the binding obligation of Assignee to assume and perform such rights and
   obligation, subject to the Reserved Rights.  On or prior to each Delivery
   Date (a) Assignor shall cause each of the conditions set forth in Section
   3.3 to be satisfied and shall take all other actions necessary to perform
   its obligations under the Operative Documents, and (b) Assignee shall
   cause each of the conditions set forth in Section 3.4 to be satisfied and
   shall take all other actions necessary to perform its obligations under
   the Operative Documents.

             2.10.     Correction of Certain Post-Stripping Discrepancies. 
   (a)  Assignor and Assignee agree that following Delivery of an Aircraft to
   Assignee pursuant to this Agreement, Assignee intends to strip the
   existing paint from the Aircraft.  Assignor agrees to reimburse Assignee 
   in accordance with this Section 2.10 for the Actual Cost to Assignee of
   repairing any Post-Stripping Discrepancies, up to an aggregate of $280,000
   for all Aircraft.

             (b)  Assignee shall notify Assignor as soon as reasonably
   practicable before stripping an Aircraft of paint following Delivery to
   Assignee, and Assignee shall permit any representatives designated by
   Assignor to be present at the stripping of such Aircraft and the
   inspection of the Aircraft immediately following such stripping.  The
   stripping of the Aircraft shall be performed in accordance with the SRM
   and Assignee's FAA-approved maintenance program.  Upon completion of such
   stripping and inspection, the representatives of Assignor and Assignee
   shall agree in writing upon any Post-Stripping Discrepancies that exist,
   and if any such Post-Stripping Discrepancies exist, Assignee shall
   promptly correct (or cause to be corrected) such Post-Stripping
   Discrepancies.

             (c)  Within one month after completion of the correction of all
   Post-Stripping Discrepancies with respect to an Aircraft, Assignee shall
   submit to Assignor (i) an invoice evidencing the correction of such
   Post-Stripping Discrepancies, (ii) a written request for the payment of an
   amount equal to the lesser of (1) the Actual Costs of such correction and
   (2) $280,000 less all amounts previously paid by Assignor pursuant to this
   Section 2.10, and (iii) documentation relating to the amount of such
   Actual Costs, including invoices for all third party charges and
   substantiating data from Assignee or other maintenance providers that
   performed the correction, together with any documentation reasonably
   requested by Assignor.  Assignor shall be obligated to pay the Actual Cost
   of correcting all Post-Stripping Discrepancies, up to $280,000, within 10
   Business Days after submission by Assignee to Assignor of such invoice and
   supporting documentation.

             2.11.     Delivery of Upgrade Kits.  On or within 30 days before
   the Delivery Date  for each of the Aircraft bearing manufacturer's serial
   nos. 48070, 48071 and 48072, Assignor shall deliver to Assignee, at
   Assignee's address set forth in Section 12.3(b) or at such other location
   in the continental United States as Assignee shall designate, an Upgrade
   Kit for such Aircraft.  On delivery of each Upgrade Kit, pursuant to the
   terms of this Agreement, Assignor irrevocably assigns to Assignee all of
   Assignor's rights under any warranty, express or implied, service policy
   or product agreement of the Manufacturer with respect to such Upgrade Kit
   to the extent that such rights are assignable and are not extinguished as
   a result of this Agreement or such assignment.  From time to time upon the
   reasonable request of Assignee, Assignor shall give notice to the
   Manufacturer of the assignment of such warranties to Assignee.  Assignor
   shall enforce on Assignee's behalf and at Assignor's time and expense all
   such rights that are not assignable or would be extinguished as a result
   of this Agreement or such assignment, provided that Assignee shall pay in
   advance or reimburse Assignor for any reasonable out-of-pocket costs and
   expenses incurred by Assignor in rendering such assistance.

             2.12.     Delivery Condition Financial Adjustments.  Pursuant to
   the letter agreement, dated November 13, 1997, between JFS and Dolphin
   constituting a part of the Forward Purchase Agreement (the "FPA Side
   Letter"), in connection with each Aircraft delivered by JFS pursuant to
   the Forward Purchase Agreement, JFS has agreed to pay to Dolphin any and
   all "Lessee Payments" (as defined in the FPA Side Letter) paid by or on
   behalf of JAS to JFS under the Lease, and Dolphin has agreed to pay to JAS
   on behalf of JFS any and all "Lessor Maintenance Payments" (as defined in
   the FPA Side Letter) required to be paid under the Lease.  In connection
   with the Delivery of each Aircraft to Assignee under this Agreement, on
   the Delivery Date for each Aircraft (a) Assignor shall pay to Assignee any
   and all "Lessee Payments" paid by JFS to Assignor pursuant to the FPA Side
   Letter, and (b) Assignee shall pay to Assignor any and all "Lessor
   Maintenance Payments" (as defined in the FPA Side Letter) required to be
   paid by Assignor to JAS under the FPA Side Letter.

   SECTION 3.  CONDITIONS TO AGREEMENT AND CLOSING

             3.1. Conditions to Effectiveness of this Agreement Against
   Assignee.  Before or concurrent with the execution and delivery of this
   Agreement by Assignee, Assignor shall perform or satisfy each of the
   following conditions precedent:

             (a)  Assignor shall obtain all approvals and consents of any
   trustees or holders of any indebtedness or obligations of Assignor that
   are required in connection with any transaction contemplated by the
   Operative Documents.

             (b)  This Agreement, the Consent and Agreement and the Paying
   Agency Agreement shall have been duly authorized, executed and delivered
   by Assignor, the Consent and Agreement and the Paying Agency Agreement
   shall have been duly authorized, executed and delivered by JFS and the
   Paying Agency Agreement shall have been duly authorized, executed and
   delivered by the Paying Agent, and executed counterparts of such documents
   shall have been delivered to Assignee.

             (c)  Assignee shall have received a copy of the Memorandum and
   Articles of Association of Assignor and resolutions of the Board of
   Directors of Assignor, duly authorizing the assignment of its rights in
   the Forward Purchase Agreement with respect to each Aircraft under this
   Agreement and the execution, delivery and performance by Assignor of the
   Operative Documents to which it is or is to be a party and each other
   document required to be executed and delivered by Assignor in accordance
   with the provisions of the Operative Documents for the Delivery of the
   Aircraft, in each case certified by a Director of Assignor.

             (d)  Assignee shall have received an incumbency certificate of
   Assignor as to the individuals authorized to execute and deliver the
   Operative Documents to which it is or is to be a party and each other
   document to be executed on behalf of Assignor in connection with the
   transactions contemplated by the Operative Documents for the Delivery of
   the Aircraft, including the signatures of such individuals.

             (e)  Assignee shall have received an opinion of Assignor's
   Counsel, dated the date of this Agreement.

             (f)  Assignee shall have received true, complete and correct
   copies of originals of the following: (i) the JFS Bill of Sale; (ii) the
   JAS Bill of Sale; and (iii) the McDonnell Douglas Bill of Sale (each as
   defined in the Forward Purchase Agreement).

             3.2. Conditions to Effectiveness of this Agreement Against
   Assignor.  Before or concurrent with the execution and delivery of this
   Agreement by Assignor, Assignee shall perform or satisfy each of the
   following conditions precedent:

             (a)  Assignee shall obtain all approvals and consents of any
   trustees or holders of any indebtedness or obligations of Assignee that
   are required in connection with any transaction contemplated by the
   Operative Documents.

             (b)  This Agreement, the Consent and Agreement and the Paying
   Agency Agreement shall have been duly authorized, executed and delivered
   by Assignee, the Consent and Agreement and the Paying Agency Agreement
   shall have been duly authorized, executed and delivered by JFS and the
   Paying Agency Agreement shall have been duly authorized, executed and
   delivered by the Paying Agent, and executed counterparts of such documents
   shall have been delivered to Assignor.

             (c)  Assignor shall have received a copy of the Articles of
   Incorporation and By-Laws of Assignee and resolutions of the Board of
   Directors of Assignee, duly authorizing the assumption of rights and
   obligations under the Forward Purchase Agreement with respect to each
   Aircraft under this Agreement and the execution, delivery and performance
   by Assignee of the Operative Documents to which it is or is to be a party
   and each other document required to be executed and delivered by Assignee
   in accordance with the provisions of the Operative Documents for the
   Delivery of the Aircraft, in each case certified by the Secretary or an
   Assistant Secretary of Assignee.

             (d)  Assignor shall have received an incumbency certificate of
   Assignee as to the individuals authorized to execute and deliver the
   Operative Documents to which it is or is to be a party and each other
   document to be executed on behalf of Assignee in connection with the
   transactions contemplated by the Operative Documents for the Delivery of
   the Aircraft, including the signatures of such individuals.

             (e)  Assignor shall have received an opinion of Assignee's
   Counsel, dated the date of this Agreement.

             3.3. Assignee's Delivery Date Conditions. The obligation of
   Assignee to pay the Purchase Price for any Aircraft and, with respect to
   any Aircraft which is not a Resale Aircraft, to acquire the rights to
   purchase such Aircraft from JFS on the Delivery Date for such Aircraft is
   subject to the satisfaction (or waiver by Assignee) of each of the
   following conditions precedent:

             (a)  All approvals and consents of any trustees or holders of
   any indebtedness or obligations of Assignor that are required in
   connection with any transaction contemplated by the Operative Documents
   shall be in full force and effect.

             (b)  Each of the Operative Documents to which Assignor or JFS is
   a party shall have been duly authorized, executed and delivered by
   Assignor or JFS, respectively, and shall be in full force and effect with
   respect to Assignor or JFS, respectively, and executed counterparts shall
   be delivered to Assignee.

             (c)  Assignee shall have received an Assignment of Warranties,
   together with the Consent of the Manufacturer, and shall have received a
   copy of the relevant McDonnell Douglas Detail Specification in respect of
   such Aircraft, all in accordance with (and as such terms are defined in)
   the provisions of the Forward Purchase Agreement.

             (d)  On such Delivery Date, the representations and warranties
   of Assignor contained in Section 5 shall be true and accurate as though
   made on and as of such date.

             (e)  Assignee shall have received a certificate, dated such
   Delivery Date, signed by a Director of Assignor, addressed to Assignee and
   certifying (i) that the certificates delivered by Assignor pursuant to
   Sections 3.1(c) and (d) are still true and correct and (ii) as to each of
   the matters stated in Sections 3.3(a) and (d).

             (f)  Such Aircraft shall meet the delivery conditions set forth
   in Article 17 of the Lease.

             (g)  Assignor shall have caused JFS to perform its obligations
   under Section 8.3 of the Forward Purchase Agreement with respect to such
   Aircraft.

             (h)  JFS shall have satisfied all of the conditions precedent
   set forth in Section 9.1 of the Forward Purchase Agreement (or Assignor
   and Assignee shall have agreed to waive any such conditions precedent not
   satisfied).

             (i)  Assignee shall have received a "bring-down" letter from
   Assignor's Counsel, dated such Delivery Date, confirming that the opinion
   furnished by Assignor's Counsel pursuant to Section 3.1(e) is true and
   correct on such Delivery Date with respect to all Operative Documents to
   which Assignor is a party.

             3.4. Assignor's Delivery Date Conditions.  The obligation of
   Assignor to sell and deliver any Resale Aircraft to Assignee and to assign
   its rights in the Forward Purchase Agreement with respect to any Aircraft
   other than a Resale Aircraft to Assignee on the Delivery Date for such
   Aircraft is subject to the satisfaction (or waiver by Assignor) of each of
   the following conditions precedent:

             (a)  All approvals and consents of any trustees or holders of
   any indebtedness or obligations of Assignee that are required in
   connection with any transaction contemplated by the Operative Documents
   shall be in full force and effect.

             (b)  Each of the Operative Documents to which Assignee is a
   party shall have been duly authorized, executed and delivered by Assignee
   and shall be in full force and effect with respect to Assignee, and
   executed counterparts shall have been delivered to Assignor.

             (c)  Assignee shall have paid the Purchase Price for such
   Aircraft in accordance with Sections 2.2 and 2.4.

             (d)  On such Delivery Date, the representations and warranties
   of Assignee contained in Section 6 shall be true and accurate as though
   made on and as of such date.

             (e)  Assignor shall have received a certificate, dated such
   Delivery Date, signed by a duly authorized executive officer of Assignee,
   addressed to Assignor and certifying (i) that the certificates delivered
   by Assignee pursuant to Sections 3.2(c) and (d) are still true and correct
   and (ii) as to each of the matters stated in Sections 3.4(a) and (d).

             (f)  Assignor shall have received a certificate, dated such
   Delivery Date, from Assignee's independent insurance brokers certifying
   that the insurance required pursuant to Section 6.5 is in effect for such
   Aircraft, and a letter of undertaking from such brokers certifying that
   such insurance complies with the requirements of Section 6.5 and Schedule
   2 and as to such additional matters as Assignor may reasonably request.

             (g)  Assignor shall have received a "bring-down" letter from
   Assignee's Counsel, dated such Delivery Date, confirming that the opinion
   furnished by Assignee's Counsel pursuant to Section 3.2(e) is true and
   correct on such Delivery Date with respect to all Operative Documents to
   which Assignee is a party.

             3.5. Additional Delivery Date Conditions.  The obligation of
   Assignee to pay the Purchase Price for any Aircraft and the obligation of
   Assignor to sell and deliver any Resale Aircraft to Assignee and to assign
   its rights in the Forward Purchase Agreement with respect to any Aircraft
   other than a Resale Aircraft to Assignee are further subject to the
   satisfaction of the following additional conditions precedent on the
   Delivery Date for such Aircraft:

             (a)  No order, judgment or decree shall have been issued by any
   Governmental Body to set aside, restrain, enjoin or prevent the execution,
   delivery or performance of the Operative Documents or the consummation of
   the transactions contemplated by the Operative Documents with respect to
   such Aircraft.

             (b)  The Paying Agency Agreement shall be in full force and
   effect with respect to the Paying Agent.

             (c)  Such Aircraft shall have been deregistered by the JAA, and
   Assignor and Assignee shall have used their reasonable best efforts to
   make application to the JAA for the deregistration of such Aircraft, and
   cause such Aircraft to be deregistered by the JAA.

             (d)  Assignor and Assignee shall have received an opinion from
   Special FAA Counsel to the effect either that such Aircraft has been
   registered with the Aircraft Registry of the FAA in the name of Assignee
   or, upon the filing by Assignee of the FAA Bill of Sale (AC Form 8050-2)
   with respect to such Aircraft with the FAA, such Aircraft will be
   registered with the Aircraft Registry of the FAA in the name of Assignee.

   SECTION 4.  TAXES

             4.1. Sales Taxes.  The Purchase Price does not include the
   amount of any sales, use, consumption, excise, transfer, gross receipts or
   other similar taxes, fees or charges ("Sales Taxes") that may be imposed
   by any Governmental Body in any jurisdiction as a result of the sale and
   delivery of any Resale Aircraft to Assignee or the assignment by Assignor
   to Assignee of Assignor's right to purchase any Aircraft other than a
   Resale Aircraft under the Forward Purchase Agreement.

             4.2. Assignor Liable for Sales Taxes Generally.  Without
   limiting the obligations of JFS under the Forward Purchase Agreement
   (including Section 4.11 of the Forward Purchase Agreement), Assignor shall
   indemnify Assignee and hold Assignee harmless from the payment of any and
   all Sales Taxes arising under the laws of Japan or the British Virgin
   Islands as a result of (a) the assignment by Assignor to Assignee of
   Assignor's right to purchase any Aircraft other than a Resale Aircraft
   under the Forward Purchase Agreement and the purchase of such Aircraft by
   Assignee and (b) the sale of any Resale Aircraft by JFS to Assignor
   pursuant to the Forward Purchase Agreement, excluding (i) Sales Taxes
   resulting from any act or omission of Assignee prohibited by or
   constituting an Assignee Potential Termination Event or a default under
   the Operative Documents, and (ii) Sales Taxes resulting from the willful
   misconduct or gross negligence of Assignee.  Upon demand of any
   Governmental Body in Japan or the British Virgin Islands for payment of
   any Sales Taxes indemnified by Assignor pursuant to this Section 4.2,
   Assignee shall immediately notify Assignor and Assignor shall pay such
   Sales Taxes; provided, however, that in the event that Assignee is
   required to pay any such Sales Taxes, Assignee shall invoice Assignor for
   the amount of such Sales Taxes paid by it and Assignor shall promptly
   reimburse Assignee for such amount.

             4.3. Assignee Liable for Sales Taxes on Resale Aircraft. 
   Assignee shall indemnify Assignor and hold Assignor harmless from the
   payment of any and all Sales Taxes arising under the laws of the United
   States of America or any jurisdiction thereof as a result of the purchase
   of any Resale Aircraft by Assignee from the Dolphin Trustee pursuant to
   this Agreement, excluding (i) Sales Taxes resulting from any act or
   omission of Assignor prohibited by or constituting an Assignor Potential
   Termination Event or a default under the Operative Documents, and (ii)
   Sales Taxes resulting from the willful misconduct or gross negligence of
   Assignor.  Upon demand of any Governmental Body in the United States of
   America for payment of any Sales Taxes indemnified by Assignee pursuant to
   this Section 4.3, Assignor shall immediately notify Assignee and Assignee
   shall pay such Sales Taxes; provided, however, that in the event that
   Assignor is required to pay any such Sales Taxes, Assignor shall invoice
   Assignee for the amount of such Sales Taxes paid by it and Assignee shall
   promptly reimburse Assignor for such amount.

             4.4. Excise Tax on Foreign Parts.  Assignor and Assignee believe
   that the importation of the Aircraft into the United States of America
   will not cause any excise tax to be levied on the foreign-made Parts of
   the Aircraft.  However, if the importation of the Aircraft is subject to
   the imposition of such an excise tax, Assignor and Assignee agree that (a)
   Assignor shall bear and be responsible for, and shall indemnify and hold
   harmless Assignee from, such excise tax up to $5,000 for each Aircraft,
   and (b) Assignor and Assignee shall each bear and be responsible for
   one-half of any such excise tax in excess of $5,000 for each Aircraft.

             4.5. Cooperation.  Assignor and Assignee shall cooperate and
   take all actions reasonably requested by the other that are not in
   contravention of any provision of the Operative Documents or Applicable
   Law to minimize the amount of any Sales Taxes or other taxes applicable to
   this Agreement or the consummation of the transactions contemplated by
   this Agreement.

   SECTION 5.  REPRESENTATIONS, WARRANTIES AND COVENANTS OF ASSIGNOR

             Assignor represents, warrants and covenants to Assignee as of
   the date of this Agreement and as of each Delivery Date as follows:

             5.1. Organization, Power and Authority.  Assignor is and shall
   remain a duly organized and validly existing corporation in good standing
   under the laws of the British Virgin Islands and has and will continue to
   have the corporate power and authority to carry on its business as
   presently conducted and to execute, deliver and perform its obligations
   under each of the Operative Documents to which it is a party, and each of
   such Operative Documents has been duly authorized by all necessary
   corporate action on its part and does not require any approval of the
   stockholder of Assignor that has not been obtained.

             5.2. Non-Contravention.  The execution, delivery and performance
   of the Operative Documents to which Assignor is a party and the
   consummation of the transactions contemplated by the Operative Documents
   do not and will not contravene any law binding on Assignor or result in
   any breach of, or constitute any default under, any indenture, mortgage,
   chattel mortgage, deed of trust, conditional sales contract, bank loan or
   credit agreement, corporate charter, by-law or other agreement or
   instrument to which Assignor is a party or by which Assignor or its
   properties may be bound or affected.

             5.3. Enforceability.  Each of the Operative Documents to which
   Assignor is a party has been duly executed and delivered by Assignor and,
   upon the due authorization, execution and delivery of such Operative
   Documents by the other parties to such Operative Documents, will
   constitute the legal, valid and binding agreement of Assignor, enforceable
   against Assignor in accordance with its terms, except as such
   enforceability may be limited by applicable bankruptcy, insolvency,
   fraudulent conveyance, reorganization, moratorium and other similar laws
   affecting creditors' rights generally, or by equitable principles
   (regardless of whether enforcement is sought in a proceeding in equity or
   at law).

             5.4. No Consent.  The execution, delivery and performance by
   Assignor of the Operative Documents to which it is a party do not require
   the consent, approval, order or authorization of, the giving of notice to,
   the registration with or the taking of any other action by or in respect
   of any Governmental Body or any other Person, except (i) the application
   by JFS to the JAA for the deregistration of each Aircraft, (ii) the
   deregistration of such Aircraft by the JAA, (iii) the relinquishment by
   JFS of the Certificate of Airworthiness of such Aircraft, (iv) the
   application by Assignee for an Export Certificate of Airworthiness for
   such Aircraft, (v) the issuance by JAA of an Export Certificate of
   Airworthiness for such Aircraft, (vi) the performance by JAS of its
   obligations under Article 17 of the Lease, (vii) the performance by JFS of
   its obligations under the Forward Purchase Agreement, and (viii) the
   filing for recordation by JFS and/or Assignor, as the case may be, of an
   FAA Bill of Sale covering such Aircraft with the FAA's Aircraft Registry.

             5.5. Copies of JFS Documents.  Assignor has delivered to
   Assignee complete and correct (other than as to pricing information)
   photocopies of original counterparts of the Forward Purchase Agreement and
   complete and correct photocopies of Article 17 of the Lease (collectively,
   the "JFS Documents").  Until termination of this Agreement with respect to
   any Aircraft, Assignor shall not (a) assign its rights, title and interest
   in the Forward Purchase Agreement to any other Person, other than the
   existing assignment for security purposes of such rights to the Mortgagee,
   (b) amend, modify or waive any provision of the JFS Documents without the
   Assignee's prior written consent, which consent shall not be unreasonably
   withheld so long as the interests of Assignee are not adversely affected,
   and (c) agree to any  delivery location pursuant to Section 2.2 of the
   Forward Purchase Agreement other than Haneda Airport without Assignee's
   prior written consent.

   SECTION 6.  REPRESENTATIONS, WARRANTIES AND COVENANTS OF ASSIGNEE

             Assignee represents, warrants and covenants to Assignor as of
   the date of this Agreement and as of each Delivery Date as follows:

             6.1. Organization, Power and Authority.  Assignee is and shall
   remain a duly organized and validly existing corporation in good standing
   under the laws of the State of Wisconsin or of another State of the United
   States of America, and has and will continue to have the corporate power
   and authority to carry on its business as presently conducted and to
   execute, deliver and perform its obligations under the Operative Documents
   to which it is a party, and each of such Operative Documents has been duly
   authorized by all necessary corporate action on its part and does not
   require any approval of any stockholder of Assignee that has not been
   obtained.

             6.2. Non-Contravention.  The execution, delivery and performance
   of the Operative Documents to which Assignee is a party and the
   consummation of the transactions contemplated by the Operative Documents
   do not and will not contravene any law binding on Assignee or result in
   any breach of, or constitute any default under, any indenture, mortgage,
   chattel mortgage, deed of trust, conditional sales contract, bank loan or
   credit agreement, corporate charter, by-law or other agreement or
   instrument to which Assignee is a party or by which Assignee or its
   properties may be bound or affected.

             6.3. Enforceability.  Each of the Operative Documents to which
   Assignee is a party has been duly authorized, executed and delivered by
   Assignee and, upon the due authorization, execution and delivery of such
   Operative Documents by the other parties to such Operative Documents, will
   constitute the legal, valid and binding agreement of Assignee, enforceable
   against Assignee in accordance with its terms, except as such
   enforceability may be limited by applicable bankruptcy, insolvency,
   fraudulent conveyance, reorganization, moratorium and other similar laws
   affecting creditors' rights generally, or by equitable principles
   (regardless of whether enforcement is sought in a proceeding in equity or
   at law).

             6.4. No Consent.  The execution, delivery and performance by
   Assignee of the Operative Documents to which it is a party do not require
   the consent or approval of, the giving of notice to, the registration with
   or the taking of any other action by or in respect of any Governmental
   Body or any other Person, except the actions listed in clauses (i) through
   (vii) of Section 5.4.

             6.5. Insurance.  For a period of two years from the Delivery
   Date of each Aircraft or, if earlier, until the date of the next "D" Check
   with respect to such Aircraft, Assignee shall maintain or cause to be
   maintained in full force and effect comprehensive aviation legal liability
   insurance on such Aircraft (including engines installed from time to time
   on the Airframe) complying with Paragraph 2 of Schedule 2.

   SECTION 7.  DISCLAIMER OF ADDITIONAL WARRANTIES

             THE WARRANTIES OF ASSIGNOR SET FORTH IN THIS AGREEMENT ARE
   EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF ASSIGNOR, WHETHER
   WRITTEN, ORAL OR IMPLIED.  ASSIGNEE ACKNOWLEDGES AND AGREES THAT ASSIGNOR
   SHALL NOT, BY VIRTUE OF HAVING OWNED AND SOLD THE RIGHTS TO PURCHASE THE
   AIRCRAFT OR OTHERWISE, BE DEEMED TO HAVE MADE ANY REPRESENTATION OR
   WARRANTY AS TO THE MERCHANTABILITY, FITNESS, DESIGN OR CONDITION OF, OR AS
   TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP IN, THE AIRCRAFT, OR TO HAVE
   MADE ANY OTHER REPRESENTATIONS OR WARRANTIES (EXCEPT THE EXPRESS
   WARRANTIES SET FORTH IN THIS AGREEMENT).  ASSIGNOR DISCLAIMS AND ASSIGNEE
   WAIVES ALL WARRANTIES AND LIABILITIES, EXPRESS OR IMPLIED, ARISING BY LAW
   OR OTHERWISE (INCLUDING STRICT LIABILITY IN TORT), WITH RESPECT TO THE
   MERCHANTABILITY, FITNESS, DESIGN OR CONDITION OF, OR AS TO THE QUALITY OF
   THE MATERIAL OR WORKMANSHIP IN, THE AIRCRAFT, WHETHER OR NOT OCCASIONED BY
   ASSIGNOR'S NEGLIGENCE.  The foregoing disclaimer of warranty shall not be
   construed to be a waiver by Assignee of claims of Assignee against
   Assignor arising from Assignor's breach of the terms, covenants,
   conditions, representations and warranties of Assignor set forth in any
   Operative Document.

   SECTION 8.  RELEASE

             Assignee hereby releases Assignor, its stockholders,
   subsidiaries and other Affiliates and any of the directors, servants,
   agents, employees, successors and assigns of such Persons from all claims
   by Assignee or any successor or assign of Assignee for injury to or for
   death of any individual or damage to property (including personnel and
   property of Assignee or Assignor) directly or indirectly arising out of
   the use, operation, control, storage or condition of any Aircraft and for
   any defects (latent or patent) in the Aircraft arising from any
   maintenance, service, repair or testing of any Aircraft; provided, that
   the foregoing release shall not apply to claims of Assignee against
   Assignor arising from Assignor's breach of the terms, covenants,
   conditions, representations and warranties of Assignor set forth in any
   Operative Document.

   SECTION 9.  TERMINATION UPON TOTAL LOSS

             If any Aircraft suffers a "Total Loss" (as defined in Section
   9.1 of the Lease) before the Delivery of such Aircraft to Assignee,
   neither Assignor nor Assignee shall have any further obligation or
   liability to the other under the Operative Documents with respect to such
   Aircraft only, except that if Assignee has made an Initial Payment with
   respect to such Aircraft (a) so long as no Assignee Potential Termination
   Event has occurred and is continuing Assignor shall promptly instruct the
   Paying Agent to return the Initial Payment with respect to such Aircraft
   to Assignee, including the amounts, if any, applied from the Down Payments
   to such Initial Payment in accordance with Section 2.2(b), plus interest
   on all such amounts, or (b) so long as an Assignee Potential Termination
   Event has occurred and is continuing, Assignor may instruct the Paying
   Agent to retain the Initial Payment with respect to such Aircraft pending
   application pursuant to Section 10.3 or, upon cure of all Assignee
   Potential Termination Events, the payment to Assignee in accordance with
   the preceding clause (a).

   SECTION 10.  TERMINATION EVENTS, REMEDIES AND DAMAGES

             10.1.     Assignee Termination Events. The occurrence of any of
   the following events, whether voluntary or involuntary, arising or
   effected by operation of law or pursuant to or in compliance with any
   judgment, decree, order, rule or regulation of any Governmental Body, not
   cured within the applicable cure period, if any, shall constitute an
   "Assignee Termination Event":

             (a)  the failure of Assignee to pay when due and payable any
   payment of the Purchase Price relating to an Aircraft pursuant to Section
   2.4(a);

             (b)  the failure of Assignee to pay when due and payable any
   Initial Payment for an Aircraft, and such failure continues for three
   Business Days;

             (c)  the failure of Assignee to pay when due and payable any
   amount, other than Initial Payments or Purchase Price, that may become due
   under any of the Operative Documents and such failure continues for ten
   days after the giving of written notice to Assignee by Assignor of such
   failure;

             (d)  any lapse of or failure by Assignee to preserve and
   maintain its corporate existence as required by Section 6.1 and Assignee
   does not cure such failure or lapse within five Business Days after the
   earlier of actual knowledge thereof by Assignee or the giving of written
   notice thereof by Assignor;

             (e)  any failure by Assignee to fulfill any covenant or to
   perform any obligation under any Operative Document other than as set
   forth in Sections 10.1(a) through (d) above, and such failure is not cured
   within 30 days after the giving of written notice thereof by Assignor;

             (f)  if any representation or warranty made by Assignee in any
   Operative Document proves to have been untrue, inaccurate or incomplete in
   any material respect at the time when made or when effective and Assignee
   fails to do that which shall be necessary in order that said
   representation or warranty shall be true, accurate or complete within 30
   days after the earlier of actual knowledge thereof by Assignee or the
   giving of written notice thereof by Assignor;

             (g)  if Assignee is in default of any covenant or agreement
   relating to any obligation of Assignee for borrowed money in excess of
   $1,000,000 or for the deferred purchase price or the rental of property
   with an original cost in excess of $1,000,000;

             (h)  if one or more final, nonappealable judgments or decrees
   (not paid or fully covered by insurance) are entered against Assignee
   involving individually or in the aggregate a liability in excess of
   $1,000,000 and all such judgments or decrees shall remain undischarged for
   a period of 30 days during which execution shall not be effectively
   stayed;

             (i)  if Assignee (i) applies for or consents to the appointment
   of a custodian, receiver, trustee, liquidator or similar officer for it or
   for all or any substantial part of its property, (ii) makes a general
   assignment for the benefit of its creditors, (iii) admits in writing its
   inability to pay its debts generally as they become due, (iv) generally
   does not pay its debts as they become due, (v) files a voluntary petition
   under 11 U.S.C. Section Section 101 et seq., (vi) files a voluntary
   petition or an answer seeking reorganization in a proceeding under any
   bankruptcy law or an answer admitting the material allegations of a
   petition filed against Assignee in any such proceeding, (vii) by voluntary
   petition, application or answer, consents or otherwise institutes any
   proceeding or seeks relief under the provisions of any law relating to
   bankruptcy, insolvency, reorganization, arrangement, readjustment of
   debts, dissolution, liquidation or the like in respect of the
   reorganization or winding-up of corporations, or providing for an
   agreement, composition, extension or adjustment with its creditors, or
   (viii) takes corporate action for the purpose of any of the foregoing; and

             (j)  if an involuntary petition under 11 U.S.C. Section Section
   101 et seq. or seeking readjustment of Assignee's debts or for any other
   relief under any bankruptcy, insolvency, or other similar act or law of
   any jurisdiction, domestic or foreign, now or hereafter existing, is filed
   against Assignee, or if an order, judgment or decree is entered by any
   Governmental Body of competent jurisdiction appointing, without the
   application or consent of Assignee, a custodian, receiver, trustee,
   liquidator, sequestrator or similar officer for Assignee or for all or any
   substantial part of its property, or if a substantial part of the property
   of Assignee is sequestered, and any of such events continues for 60 days
   undismissed, unbonded or undischarged.

             10.2.     Assignor Termination Events. The occurrence of any of
   the following events, whether voluntary or involuntary, arising or
   effected by operation of law or pursuant to or in compliance with any
   judgment, decree, order, rule or regulation of any Governmental Body, not
   cured within the applicable cure period, if any, shall constitute an
   "Assignor Termination Event":

             (a)  the failure of Assignor to pay when due and payable any
   balance of the JFS Purchase Price for an Aircraft pursuant to Section
   2.4(a);

             (b)  any lapse of or failure by Assignor to preserve and
   maintain its corporate existence as required by Section 5.1 and Assignor
   does not cure such failure or lapse within five Business Days after the
   earlier of actual knowledge thereof by Assignor or the giving of written
   notice thereof by Assignee;

             (c)  any failure by Assignor to fulfill any covenant or to
   perform any obligation under any Operative Document other than as set
   forth in Sections 10.2(a) and (b) above, and such failure is not cured
   within 30 days after the giving of written notice thereof by Assignee;

             (d)  if any representation or warranty made by Assignor in any
   Operative Document proves to have been untrue, inaccurate or incomplete in
   any material respect at the time when made or when effective and Assignor
   fails to do that which shall be necessary in order that said
   representation or warranty shall be true, accurate or complete within 30
   days after the earlier of actual knowledge thereof by Assignor or the
   giving of written notice thereof by Assignee;

             (e)  if Assignor (i) applies for or consents to the appointment
   of a custodian, receiver, trustee, liquidator or similar officer for it or
   for all or any substantial part of its property, (ii) makes a general
   assignment for the benefit of its creditors, (iii) admits in writing its
   inability to pay its debts generally as they become due, (iv) generally
   does not pay its debts as they become due, (v) files a voluntary petition
   or an answer seeking reorganization in a proceeding under any bankruptcy
   law or an answer admitting the material allegations of a petition filed
   against Assignor in any such proceeding, (vi) by voluntary petition,
   application or answer, consents or otherwise institutes any proceeding or
   seeks relief under the provisions of any law relating to bankruptcy,
   insolvency, reorganization, arrangement, readjustment of debts,
   dissolution, liquidation or the like in respect of the reorganization or
   winding-up of corporations, or providing for an agreement, composition,
   extension or adjustment with its creditors, or (vii) takes corporate
   action for the purpose of any of the foregoing; and

             (f)  if an involuntary petition or action seeking readjustment
   of Assignor's debts or for any other relief under any bankruptcy,
   insolvency, or other similar act or law of any jurisdiction, domestic or
   foreign, now or hereafter existing, is filed against Assignor, or if an
   order, judgment or decree is entered by any Governmental Body of competent
   jurisdiction appointing, without the application or consent of Assignor, a
   custodian, receiver, trustee, liquidator, sequestrator or similar officer
   for Assignor or for all or any substantial part of its property, or if a
   substantial part of the property of Assignor is sequestered, and any of
   such events continues for 60 days undismissed, unbonded or undischarged.

             10.3.     Termination, Damages and Remedies.  (a)  If the
   Delivery of an Aircraft does not occur on the Scheduled Delivery Date for
   such Aircraft as a result of the failure of Assignor to cause each of the
   conditions set forth in Section 3.3 to be satisfied or if an Assignor
   Termination Event has occurred and is continuing other than as a result of
   the failure of either JAS or JFS to fulfill its obligations under the
   Lease or the Forward Purchase Agreement, respectively, and such failure by
   Assignor continues for 30 days, then Assignee may by written notice to
   Assignor terminate its obligations to acquire the rights from Assignor to
   purchase such Aircraft and related Technical Records from JFS and any
   other Aircraft and their related Technical Records not previously
   Delivered to Assignee pursuant to this Agreement.  Upon termination of its
   obligations to acquire the rights to purchase any such Aircraft, Assignee
   shall be entitled (i) if Assignee has made an Initial Payment with respect
   to such Aircraft, to the return of such Initial Payment, together with all
   interest earned thereon, (ii) if Assignee terminates its obligations to
   acquire the rights to purchase all Aircraft not previously Delivered to
   Assignee, to the return of the Down Payments then held by the Paying Agent
   pursuant to the Paying Agency Agreement together with all interest earned
   thereon, plus the payment of an additional amount equal to such Down
   Payments, and (iii) to exercise any and all rights and remedies, and
   recover all additional damages, available at law or in equity, excluding
   consequential damages and loss of profit, for Assignor's failure to
   perform its obligations with respect to such Aircraft.

             (b)  If the Delivery of an Aircraft does not occur on the
   Scheduled Delivery Date for such Aircraft as a result of the failure of
   either JAS or JFS to fulfill its obligations under the Lease or the
   Forward Purchase Agreement, respectively, and such failure continues for
   60 days, then Assignee may by written notice to Assignor terminate its
   obligations to acquire the rights to purchase such Aircraft and related
   Technical Records from Assignor; provided, however, that Assignee shall
   remain obligated to acquire the rights to purchase the other Aircraft. 
   Upon termination of its obligations to purchase such Aircraft, Assignee
   shall be entitled, if Assignee has made an Initial Payment with respect to
   such Aircraft, to the return of such Initial Payment, together with all
   interest earned thereon, but shall otherwise not be entitled to any
   further damages, at law or in equity, as a result of Assignor's failure to
   perform its obligations with respect to such Aircraft.

             (c)  If the Delivery of an Aircraft does not occur on the
   Scheduled Delivery Date for such Aircraft as a result of the failure of
   Assignee to cause each of the conditions set forth in Section 3.4 to be
   satisfied, or if an Assignee Termination Event has occurred and is
   continuing, then Assignor may by written notice to Assignee terminate its
   obligations to assign to Assignee the rights to acquire such Aircraft and
   related Technical Records as well as any other Aircraft and their related
   Technical Records not previously Delivered to Assignee pursuant to this
   Agreement.  Upon termination of its obligations to assign the rights to
   purchase any Aircraft, Assignor shall be entitled (i) to retain any
   Initial Payment made by Assignee for such Aircraft, (ii) if Assignor
   terminates its obligations to assign the rights to purchase all Aircraft
   not previously Delivered to Assignee, to retain and have paid to it the
   Down Payments then held by the Paying Agent pursuant to the Paying Agency
   Agreement together with all interest earned thereon, and (iii) to exercise
   any and all rights and remedies, and recover all additional damages,
   available at law or in equity, excluding consequential damages and loss of
   profit, for Assignee's failure to perform its obligations with respect to
   such Aircraft.

             (d)  Assignee and Assignor agree that the determination of
   damages upon a default by Assignor in the performance of its obligations
   hereunder or by Assignee in the performance of its obligations hereunder
   will be subjective and difficult, given the economic effect of non-
   monetary terms in aircraft sale transactions, the time to negotiate and
   consummate aircraft sale and purchase transactions and other factors, and
   therefore the liquidated damages set forth in Section 10.3(a)(ii) and in
   Sections 10.3(c)(i) and (ii) represent the good faith agreement of
   Assignor and Assignee to estimate the damages to Assignee or Assignor,
   respectively, for loss of a bargain from the defaults described in Section
   10.3(a) and Section 10.3(c), respectively, and are not intended to be a
   penalty.

   SECTION 11.  APPLICABLE LAW

             11.1.     Construction.  This Agreement shall be governed by and
   construed in accordance with the laws of the State of New York applicable
   to contracts entered into and to be performed entirely within the State of
   New York by residents of such State, without giving effect to any choice
   or conflict of law provision which would cause the application of the laws
   of any jurisdiction other than the State of New York.

             11.2.     Jurisdiction.  Each of Assignor and Assignee
   irrevocably submits to the non-exclusive jurisdiction of the United States
   District Court for the Southern District of New York and of the New York
   Supreme Court located in the Borough of Manhattan, County of New York (the
   "Agreed Courts").  Such submission to jurisdiction shall not limit the
   right of either Assignor or Assignee to bring suit or institute other
   judicial proceedings against the other party or any of the other party's
   assets in the courts of any country, state or place where such other party
   or such assets may be found, nor shall the bringing of suits in the Agreed
   Courts or the courts of any jurisdiction preclude the taking of
   proceedings in any other jurisdiction, whether concurrently or not.  Final
   judgment against Assignor or Assignee rendered by any Agreed Court in any
   suit shall be conclusive and may be enforced in any other jurisdiction by
   suit on a judgment, a certified or true copy of which shall be conclusive
   evidence of the facts and of the amount of any indebtedness or liability
   of such party.

             11.3.     Waiver of Objection to Venue.  Each of Assignor and
   Assignee irrevocably waives any objection which it may now or hereafter
   have to the laying of venue of any suit, action or proceeding brought in
   any Agreed Court and further irrevocably waives any claim that any such
   suit, action or proceeding brought in any Agreed Court has been brought in
   an inconvenient forum.

             11.4.     Waiver of Jury Trial.  Each of Assignor and Assignee
   hereby waive trial by jury in any judicial proceeding to which they are
   parties involving, directly or indirectly, any matter arising out of or
   relating to the Operative Documents.

             11.5.     Service of Process by Mail.  Without prejudice to any
   other mode of service, each of Assignor and Assignee consents to the
   service of process relating to any proceedings involving, directly or
   indirectly, any matter arising out of or relating to the Operative
   Documents by U.S. Postal Service registered mail (prepaid, return receipt
   requested) of a copy of the process to the address for Assignor or
   Assignee, as the case may be, set forth in Section 12.3.

   SECTION 12.  ADDITIONAL PROVISIONS

             12.1.     Successors and Assigns.  This Agreement shall be
   binding upon and shall inure to the benefit of Assignor and Assignee and
   their respective successors and permitted assigns.  Assignor may not
   assign its rights or obligations under the Operative Documents in whole or
   in part without the prior written consent of Assignee, which consent shall
   not be unreasonably withheld.  Assignee may assign all of its rights and
   obligations under this Agreement, but only to a Person reasonably
   acceptable to Assignor and JFS and provided such assignment will not
   result in any adverse tax or other consequences to Assignor or JFS.  Any
   such assignment by Assignee will not release Assignee from any obligations
   under the Operative Documents.

             12.2.     Entire Agreement.  The Operative Documents and their
   schedules and exhibits embody the entire agreement and understanding
   between Assignor and Assignee with respect to the subject matter thereof. 
   None of the Operative Documents may be modified or amended except in
   writing signed by Assignor, Assignee and any other Person party to such
   Operative Document.  This Agreement terminates and supersedes all prior or
   independent agreements and understandings between Assignor and Assignee
   covering the same subject matter.

             12.3.     Notices.  (a)  Every notice or other communication
   under this Agreement shall be in writing and in English and may be given
   or made by telefax or recognized overnight international courier.

             (b)  Every notice or communication under this Agreement shall be
   sent to Assignor or Assignee at their respective addresses and telefax
   numbers as follows:

             (i)  to Assignor:   Dolphin Trade & Finance, Ltd.
                                 c/o Interadvice Anstalt
                                 Landstrasse 25
                                 L-9490 Vaduz, Liechtenstein
                                 Attention:  Mr. George Kieber
                                 Telephone:  +41-75-232-2412
                                 Telefax:    +41-75-232-0542

             (ii) to Assignee:   Midwest Express Airlines, Inc.
                                 6744 South Howell Avenue, HQ-14
                                 Oak Creek, Wisconsin 53154-1402
                                 Attention:  Mr. Robert S. Bahlman
                                           Vice President-Chief Financial
                                           Officer
                                 Telephone:  +1-414-570-4001
                                 Telefax:  +1-414-570-9666

             (c)  Every notice or demand shall be deemed to have been
   received (i) in the case of a notice sent by recognized overnight
   international courier, when actually delivered to Assignor or Assignee at
   its address set out in Section 12.3(b) or as of the date on which receipt
   of such notice is refused or the courier advises that such notice is not
   deliverable at the address set out in Section 12.3(b) with respect to
   Assignor or Assignee, as the case may be, and (ii) in the case of a
   telefax, at the time of receipt by the sender of a transmission report
   indicating that all pages of the telefax transmission were properly
   transmitted (unless the recipient notifies the sender promptly, or if
   received after 5:30 p.m. local time, by no later than 10:00 a.m. local
   time the following Business Day, that the transmission was incomplete or
   illegible, in which case the telefax shall be deemed to have been received
   at the time of receipt by the sender of a further clear transmission
   report on retransmitting the telefax) so long as the relevant telefax
   transmission (or retransmission, as the case may be) was transmitted to
   the receiver between 9:00 a.m. and 5:30 p.m. local time at the place of
   receipt, and if it was transmitted other than between 9:00 a.m. and 5:30
   p.m. local time then it shall be deemed to have been received at 9:00 a.m.
   local time on the succeeding Business Day.

             (d)  A copy of all notices or other communications sent to
   Assignor shall be sent to Feltman, Karesh, Major & Farbman, Limited
   Liability Partnership, Carnegie Hall Tower, 152 West 57th Street, New
   York, New York 10019, Attention:  Loren M. Dollet, Esq., telephone:
   +1-212-586-3800, telefax: +1-212-586-0951.  Copies of all notices or other
   communications sent to Assignor shall be sent to the aforesaid party in
   accordance with this Section 12.3.

             (e)  A copy of all notices or other communications sent to
   Assignee shall be sent to Foley & Lardner, Firstar Center, 777 East
   Wisconsin Avenue, Milwaukee, Wisconsin 53202-5367, Attention: James T.
   Tynion III, telephone: +1-414-271-2400, telefax: +1-414-297-4900.  Copies
   of all notices or other communications sent to Assignee shall be sent to
   the aforesaid party in accordance with this Section 12.3.

             (f)  Assignor or Assignee may change its address, telefax number
   or the address or party to whom copies of notices shall be sent by giving
   notice to the other in accordance with this Section 12.3.

             12.4.     Expenses.  Except as otherwise set forth in this
   Agreement, Assignor and Assignee shall bear the expenses of the
   transactions contemplated by the Operative Documents as follows:

                  (a)  Assignor shall bear its own expenses incurred in
        connection with the Operative Documents and the transactions
        contemplated by the Operative Documents, including the fees and
        disbursements of Assignor's Counsel;

                  (b)  Assignee shall bear its own expenses incurred in
        connection with the Operative Documents and the transactions
        contemplated by the Operative Documents, including the fees and
        disbursements of Assignee's Counsel and all expenses related to its
        inspection of the Aircraft;

                  (c)  without limiting the obligations of JAS and JFS under
        the Lease and Forward Purchase Agreement, Assignor shall indemnify
        and hold Assignee harmless from any expenses incurred by JAS, JFS or
        their respective counsel;

                  (d)  Assignee shall bear the fees and disbursements of
        Special FAA Counsel; and

                  (e)  Assignor and Assignee shall bear the fees and expenses
   of the Paying Agent as set forth in Section 5(c) of the Paying Agency
   Agreement.

             12.5.     Survival.  All representations, warranties and
   agreements of Assignor and Assignee under the Operative Documents shall
   survive the sale of the Aircraft.

             12.6.     No Brokers.  Each of Assignor and Assignee represents
   and warrants that it has retained no brokers or finders with respect to
   the transactions contemplated by this Agreement and that it has no
   liability for any broker's or finder's fees, costs or expenses relating to
   this Agreement, except that Assignor represents that it has retained
   Credit Lyonnais/PK AIRFINANCE as its broker and agent in connection with
   the transactions contemplated by the Forward Purchase Agreement and this
   Agreement.  In the event that a claim is made by a broker or finder, the
   party responsible for the breach of this Section 12.6 shall indemnify the
   other for any damages, including reasonable attorneys' fees and expenses,
   arising from such claim.

             12.7.     No Waiver of Enforcement.  Any failure at any time of
   Assignor or Assignee to enforce any provision of this Agreement shall not
   constitute a waiver of such provision or prejudice the right of either
   party to enforce such provision at any subsequent time.

             12.8.     Counterparts.  This Agreement may be executed in
   counterparts, each of which shall constitute an original document.

             12.9.     Further Assurances.  Each of Assignor and Assignee
   shall promptly execute and deliver all further instruments and documents,
   and take all further action, that may be necessary or that the other party
   may reasonably request in order to carry out the purposes and intent of
   this Agreement, so long as such instruments or documents do not adversely
   affect the rights or obligations of Assignor or Assignee under this
   Agreement.


                            [signature page follows]


             IN WITNESS WHEREOF, Assignor and Assignee have caused this
   Assignment of Rights Agreement to be executed by their duly authorized
   officers as of the date first above written.

                                 DOLPHIN TRADE & FINANCE, LTD., 
                                     as Assignor


                                 By:/s/  G.M. Bjorg
                                 Name: G.M. Bjorg
                                 Title:    Director



                                 MIDWEST EXPRESS AIRLINES, INC., as Assignee


                                 By:/s/  Robert S. Bahlman
                                 Name: Robert S. Bahlman
                                 Title:    Chief Financial Officer

   <PAGE>

                 SCHEDULE 1 -- DELIVERY DATES AND PURCHASE PRICE



   1.   Scheduled Delivery Dates.

        (a)  The Aircraft bearing manufacturer's serial nos. 48070, 48071 and
             48072 and their respective related Technical Records are
             scheduled for Delivery as follows:

             (i)       one on December 22, 1997;
             (ii)      one on April 30, 1998; and
             (iii)     one on June 30, 1998.

        (b)  The other five Aircraft and their respective related Technical
             Records are scheduled for Delivery as follows:

             (i)       one on September 30, 1998,
             (ii)      two on December 31, 1998; and
             (iii)     two on September 30, 1999;

        provided, that JAS has an option, exercisable not later than December
        31, 1998, to extend for up to six months the term of the Lease
        relating to the two Aircraft scheduled to be returned on September
        30, 1999. If JAS exercises its option to extend the term of the Lease
        relating to either or both of such Aircraft, promptly upon notice
        from JFS Assignor shall advise Assignee of the expiration date of the
        Lease for such Aircraft, which date shall become the "Scheduled
        Delivery Date" for such Aircraft.

   2.   Purchase Price.

        (a)  The Purchase Price for each of the Aircraft bearing
             manufacturer's serial nos. 48070, 48071 and 48072, including
             their Upgrade Kits and related Technical Records, is $  *   .

        (b)  The Purchase Price for each of the next three Aircraft to be
             delivered, including their related Technical Records, is $  * .

        (c)  The Purchase Price for each of the last two Aircraft to be
             delivered, including their related Technical Records, is $  * .

   _________
   *    Indicates that material has been omitted and confidential treatment
        has been requested therefor.  All such omitted material has been
        filed separately with the SEC pursuant to Rule 24b-2.

   <PAGE>

                      SCHEDULE 2 -- INSURANCE REQUIREMENTS



   1.   (a)  Hull and War Risks Insurance.  At all times after the purchase
             by the Dolphin Trustee of a Resale Aircraft and until delivery
             of such Resale Aircraft to Assignee, Assignee shall maintain in
             full force and effect the following insurance coverages in
             respect of such Resale Aircraft and its related Technical
             Records (including engines installed from time to time on the
             Airframe of such Resale Aircraft):

             (i)  Hull "All Risks" insurance against loss or damage while
                  flying and on the ground with respect to any Resale
                  Aircraft for an agreed value equal to 105% of the Purchase
                  Price for such Resale Aircraft and with a deductible not
                  exceeding $750,000;

             (ii) Hull "War and Allied Perils" insurance covering those risks
                  excluded from the Hull "All Risks" insurance policy to the
                  extent such coverage is available from the leading
                  international insurance markets, including confiscation and
                  requisition by the state of registration, for an agreed
                  value equal to 105% of the Purchase Price for such Resale
                  Aircraft; and

             (iii) "All Risks" property insurance (including war and allied
                  risk except when on the ground or in transit other than by
                  air or sea) on all Engines and Parts when not installed on
                  the Resale Aircraft (to the extent not covered under the
                  hull insurances described in Paragraphs 1(a)(i) and (ii)
                  above), including Engine test and running risks, in an
                  amount equal to replacement value in the case of the
                  Engines.

        (b)  Policy Terms.  All required hull, war risk and spares insurance
             specified in Paragraph 1(a) above, so far as it relates to a
             Resale Aircraft, shall be in form and substance reasonably
             acceptable to Assignor and any financing party designated by
             Assignor (the "Bridge Lender") and shall:

             (i)  include Assignor, the Dolphin Trustee, the Bridge Lender
                  and their respective successors and assigns as additional
                  assureds (warranted no operational interest);

             (ii) provide that any loss will be settled jointly with
                  Assignor, Assignee and the Bridge Lender, and any claim
                  that becomes payable on the basis of a total loss shall be
                  paid in Dollars to Assignor (or, if designated by Assignor,
                  the Bridge Lender) as sole loss payee, with any other claim
                  being payable as may be necessary for the repair of the
                  damage to which it relates;

             (iii) if separate Hull "All Risks" and "War Risks" insurances
                  are arranged, include a 50/50 provision in the terms of
                  Lloyd's endorsement AVN103; and

             (iv) confirm that the insurers are not entitled to replace the
                  Resale Aircraft in the event of a total loss.

   2.   (a)  Legal Liability Insurance.  At all times after the purchase of
             an Aircraft by Assignee (and at all times after the purchase by
             the Dolphin Trustee of a Resale Aircraft) and so long as
             required pursuant to Section 6.5, Assignee shall procure and
             maintain in full force and effect comprehensive aviation legal
             liability insurance in respect of the Aircraft (including
             engines installed from time to time on the Airframe) against
             public liability risks (including contractual liability, bodily
             injury and property damage coverage inclusive of liability to
             third parties and passengers and coverage for baggage, cargo and
             mail), including war and related perils to the fullest extent
             available in the principal insurance markets from time to time,
             in all cases with respect to or arising out of the servicing,
             maintenance, use, operation, ownership or leasing of the
             Aircraft (and any engines from time to time affixed to the
             Airframe), including any part attached to the Aircraft and any
             Engines when not installed on the Airframe.  All such insurance
             shall be:

             (i)  in amounts which are not less than the public liability and
                  property damage insurance maintained from time to time for
                  similar aircraft and engines in Assignee's fleet, but in no
                  event less than a single limit of $350,000,000 per
                  occurrence;

             (ii) of the types and in the form usually carried by
                  certificated air carriers engaged in the same or similar
                  business as Assignee, similarly situated as Assignee and
                  owning or operating similar aircraft and engines and that
                  cover risks of the kind customarily insured against by such
                  Persons; and

             (iii) carried with reputable insurers of internationally
                   recognized standing.

        (b)  Policy Terms.  Each policy of insurance carried in accordance
             with Paragraph 2(a):

             (i)  shall name each Additional Insured as an additional
                  insured, but without the Additional Insureds being liable
                  for premiums in respect of such insurance (but reserving
                  the right to pay the same should any of them elect to do
                  so);

             (ii) shall be payable in Dollars;

             (iii) shall provide that the insurers shall waive any right to
                  any setoff or counterclaim or any other deduction, by
                  attachment or otherwise, with respect to any liability of
                  the Additional Insureds;

             (iv) shall not permit any aviation legal liability insurance
                  deductible or self-insurance provision other than the
                  aviation insurance industry standard deductibles for
                  baggage, hangarkeepers and cargo legal liability;

             (v)  shall provide that no amount due from Assignee or any other
                  person to any insurer or broker shall be deducted from any
                  amount payable to an Additional Insured under such
                  insurance policy;

             (vi) shall provide that in respect of the interest of the
                  Additional Insureds in such policies such insurance shall
                  not be invalidated by any action or inaction of the
                  Assignee or any other insured and shall insure the
                  Additional Insureds regardless of any breach or violation
                  of any warranty, declaration or condition contained in such
                  policies by Assignee or any other insured, assuming no
                  operation of the Aircraft by such Additional Insured;

             (vii) shall provide that if such insurance is canceled for any
                  reason, any material adverse change is made in policy terms
                  or conditions or such insurance is allowed to lapse for
                  nonpayment of premium, such cancellation, change or lapse
                  shall not be effective as to any Additional Insured for 30
                  days (seven days or such lesser period as may be provided
                  in the policy from time to time with respect to war risk
                  and allied perils coverage) after receipt by such
                  Additional Insured of written notice from such insurers of
                  such cancellation, change or lapse;

            (viii)shall provide that such insurers shall hold harmless and
                  waive any rights of subrogation against any Additional
                  Insured;

             (ix) shall be primary without right of contribution from any
                  other insurance which is carried by any Additional Insured;

             (x)  shall expressly provide that all the provisions of such
                  policy, except the limits of liability, shall operate in
                  the same manner as if there were a separate policy with and
                  covering each insured; and

             (xi) if the lead insurance provider is not a U.S. insurer, a
                  U.S. service of suit clause.

   3.   Insurance Reports.  

        (a)  On or before the Scheduled Delivery Date for each Resale
             Aircraft and on or before the Delivery Date for each other
             Aircraft, Assignee shall cause its independent insurance
             brokers, who shall be of recognized international standing, to
             furnish to Assignor and, with respect to a Resale Aircraft, to
             the Dolphin Trustee and any Bridge Lender (i) a certificate of
             insurance describing in reasonable detail the insurance carried
             on or with respect to such Aircraft, and (ii) a report stating
             that in the opinion of such broker such insurance complies with
             the terms of this Schedule 2 and confirming that all premiums
             due in respect of such insurance have been paid.

        (b)  Before the renewal date of any insurance required under this
             Agreement, Assignee shall cause its independent insurance
             brokers to furnish to Assignor (i) a certificate of insurance
             describing in reasonable detail the insurance carried on or with
             respect to all Aircraft Delivered to Assignee, and (ii) a report
             stating that in the opinion of such broker such insurance
             complies with the terms of this Schedule 2.

        (c)  At the time of each of the reports furnished pursuant to
             Paragraphs 3(a) and 3(b) of this Schedule 2, Assignee shall
             cause its independent insurance brokers to advise Assignor in
             writing (i) promptly of any defaults in the payment of any
             premium and of any other act or omission on the part of Assignee
             or of any event of which they have knowledge that might
             invalidate or render unenforceable in whole or in part any
             insurance on the Aircraft, and (ii) of any expiration or
             termination of such insurance at least 30 days prior to such
             expiration or termination or if any insurer cancels or gives
             notice of cancellation of such insurance.  The reports and
             certifications to be given under this Paragraph 3 shall confirm
             that the insurance extends to any Engine or Part while removed
             from the Airframe or any Engine.

   <PAGE>

                     SCHEDULE 3 -- LIST OF TECHNICAL RECORDS


                                     GENERAL

   Requirement

   ME/FAA    Current carryovers, consolation items, and MEL deferred items on
             the airframe and engines and components

   FAA       The original paperwork of the most recent repetitive maintenance
             tasks, inspections and overhaul teardowns performed on the
             aircraft, engines and components as required by the inspection
             program the aircraft is presently operated under, if the
             aircraft is between operators then  the last program it was
             operated under.

   ME        All computer runs must be signed by the head of Quality Control
             attesting to their accuracy and completeness.

   FAA       The aircraft must meet Type Certificate as originally exported.

   FAA       The aircraft must be in a condition to be ferried IAW FAA DAR
             requirements

   ME        All aircraft engineering data in paper and  electronic format
             will be included.

   ME        Photocopy of the Certificate of Airworthiness, current or last

   ME        Photocopy of the aircraft registration current or last.

   ME        Photocopy of the aircraft radio license, current or last.

   FDA       Photocopy of the aircraft Certificate of Sanitary Construction.

   FAA       A history of the incident or accidents the aircraft has been
             involved in.

   FAA       A list of all operator produced parts used in the repair or
             alteration of the aircraft.

   ME        A list of all airframe component vendors.

   ME        A letter from Quality Control allowing vendors to release data
             of work performed by them to Midwest Express for components that
             Midwest will be the operator of.

   FAA       A list of components that the operator has performed maintenance
             on off the aircraft and returned to service.

   FAA       List of vendors who perform substantial maintenance for the
             operator.


                                   POWERPLANT

   FAA       Engine/Trend Monitoring ECM data for the most recent 12 month
             period. Identify the program used by Title and Vendor. Include
             Training records of those individuals performing these
             functions, if available.

   FAA       A listing of all service bulletins which have been complied with
             on the engines.

   FAA       Copies of all repairs accomplished to the engines that were not
             IAW the Manufacturers Manual or manufacturer instructions and
             that do not show FAA approval on them.

   FAA       Engine O/H and repair data back to the last equivalent engine
             overhaul to include all 337's and/or FAA Form 8130-3s.

   FAA       Statement from the engine shop performing the work to confirm
             that the engine maintenance performed in the shop was done IAW
             the Manufacturers Manuals.


   FAA  LIFE LIMITED PARTS:

        The current status of each life limited part including--

        a. A record of the total time-in-service of the part, expressed by
             each applicable standard ( i.e. Hours, Cycles, Years ).

        b. The specified life limit, as expressed by each applicable
             standard.

        c. A record of each removal and installation back to manufacture of
             each life-limited part as expressed in each applicable standard.

        d. A record of any action that has altered the part's life limit or
             has changed the parameters of the life limit.


   FAA  AIRWORTHINESS DIRECTIVES:

        The current status of applicable airworthiness directives, for each
             airframe, aircraft engine, appliance, component, or part
             including--

        a. The identification of the particular airframe, aircraft engine,
             appliance, component or part to which the airworthiness
             directive applies.

        b. The airworthiness directive number and, if applicable , its
             revision number, revision date, or amendment number.

        c. The date on which the required action was last accomplished.

        d. The total-time-in-service, as expressed by the applicable
             standard, as required by the AD.

        e. The method of compliance, by reference to a specific action
             described in the airworthiness directive, a specific description
             of the work performed, or a description of an alternative method
             of compliance with a copy of the FAA or JAA approval.

        f. If recurring action is required by the airworthiness directive the
             interval to the next required action as express by the
             applicable standard.

        g. Dirty fingerprint compliance for repetitive and terminated
             Airworthiness Directives

   ME   Copy of all FAA equivalent CAA Airworthiness Directives.

   FAA  Statement confirming that all engine parts were Pratt and Whitney
             authorized and no parts were manufactured by the owner,
             operator, or engine repair shop for the installed engines.

   FAA  APU log books

   FAA  Engine log books

   ME   A list of all engine, and engine component vendors

   FAA  Engine oil analysis reports for the last 2,000 operating hours, if
             available


                                    AIRFRAME

   FAA  AIRWORTHINESS DIRECTIVES:

        The current status of applicable airworthiness directives, for each
             airframe, aircraft engine, appliance, component, or part
             including--

        a. the identification of the particular airframe, aircraft engine,
             appliance, component or part to which the airworthiness
             directive applies.

        b. The airworthiness directive number and, if applicable , its
             revision number, revision date, or amendment number.

        c. The date on which the required action was last accomplished.

        d. The total-time-in-service, as expressed by the applicable
             standard, as required by the AD.

        e. The method of compliance, by reference to a specific action
             described in the airworthiness directive, a specific description
             of the work performed, or a description of an alternative method
             of compliance with a copy of the FAA approval.

        f. If recurring action is required by the airworthiness directive the
             interval to the next required action as expressed by the
             applicable standard.

        g. The actual signed off methods of compliance for repetitive and
             terminated AD's

   ME   Copy of foreign equivalent Airworthiness Directives referenced in
             documentation.

   FAA  LIFE LIMITED PARTS:

        The current status of each life limited part by part number and
             serial number including--

        a. A record of the total time-in-service of the part, expressed by
             each applicable standard (i.e. Hours, Cycles, Years ).

        b. The specified life limit, as expressed by each applicable
             standard.

        c. A record of each removal and installation back to manufacture of
             each life-limited part as expressed in each applicable standard.

        d. A record of any action that has altered the part's life limit or
             has changed the parameters of the life limit.

   FAA  ALTERATIONS:

        Records for each major alteration to each airframe, engine,
             appliance, component, or part since manufacture including--

        a. the identification of the particular airframe, engine, appliance,
             component, or part to which the major alteration applies.

        b. The date on which the  alteration was accomplished

        c. The method of accomplishment.

        d. References to approved/accepted technical data.

        e. Actual signed off accomplishment paperwork.

        Copies of all applicable modifications which have been incorporated
             since manufacture.

        List and copy of previous operators Modifications.

        Supplements of Maintenance Manuals, Illustrated Parts Catalogs and
             Wiring Diagram Manuals affected by modification.

   FAA  REPAIRS:

        Records for each major repair to each airframe, engine, appliance,
             component, or part since manufacture including--

        a. The identification of the particular airframe, engine, appliance
             component, or part to which the major repair applies.

        b. The date on which the repair was accomplished.

        c. The method of accomplishment.

        d. References to the FAA approved/accepted technical data 

        e. Dirty fingerprint compliance.

   FAA  Copies of all applicable repairs which have been incorporated since
             manufacture.

   FAA  All repairs accomplished IAW the SRM meet the latest revision of the
             SRM.

   FAA  Copy of the last Compass swing

   FAA  Aircraft Maintenance and Flight Logbooks, current and past.

   FAA  Passenger cabin drawings (LOPA).

   FAA  Export Certificate of Airworthiness (from departing country)

   FAA  Company part number to vendor cross reference document.

        INSPECTION PROGRAM

   ME   Major checks (those which are accomplished at 2,000 hour intervals or
             greater) will have more than 1/2 life left.

   ME   Summary of routine Maintenance record which shows each major check
             accomplishment.

   FAA  All most recent Major inspection job cards and squawks cards.

   FAA  Component time status list.

   FAA  All Aircraft flight and maintenance log books.

   FAA  Data to determine TAT/TAC on individual days.

   ME   All CPCP reports for the aircraft.

   ME   All SID inspection results.

   FAA  Aging Aircraft S/B requirement status.

   FAA  X-ray pictures, current and last.


                                     MANUALS

   FAA  1.Current FAA Approved Flight Manual

   FAA  2.Current Manufacturer and Operator Crew Operating Manual

   FAA  3.Aircraft Weight and Balance Manual, and current operator weight and
                  balance data 

   FAA  4.Current Wiring Diagram Manual, Item Lists and Supplements

   FAA  5.Current Manufacturer Maintenance Manuals - Aircraft, Engine and APU
                  - Manufacturer and Operator and Supplements

   FAA  6.MM and IPC for post production installed equipment

   FAA  7.Current Illustrated Parts Catalogs - Aircraft, Engine, and APU and
                  Supplements

   FAA  8.Current Structural Repair Manual 

   FAA  9.Last flight test report

   FAA  10.Original Export Certificate of Airworthiness issued by FAA

   ME/FAA    11.If available, the operator will provide a copy of their
                  equivalent of:
        General Maintenance Manual
        Time Limits Manual
        Inspection Procedures
        Reliability Manual.
        Last 12 months of Reliability reports

   ME   12.LAMM Schematics

   <PAGE>

                   EXHIBIT A -- FORM OF ACCEPTANCE CERTIFICATE



                          ACCEPTANCE CERTIFICATE [___]


             Midwest Express Airlines, Inc., a Wisconsin corporation
   ("Assignee"), acknowledges receipt of the delivery to it by [JFS Aircraft
   Holdings Co., Ltd. ("JFS")]* at ____ hours on this date at
   _______________, _____ of the following described property, together with
   all parts, components and other equipment attached to and included with
   such property, in accordance with the terms of the [Forward Purchase
   Agreement, dated as of December 15, 1995, between JFS, as seller, and
   Dolphin Trade & Finance, Ltd., as buyer ("Assignor"), as assigned by
   Assignor to Assignee pursuant to the]** Assignment of Rights Agreement,
   dated November 14, 1997, between Assignor and Assignee (the "Assignment of
   Rights Agreement"):

                  (1)  one McDonnell Douglas DC-9-81 airframe bearing
        manufacturer's serial no. ______, together with all parts,
        appliances, equipment, instruments, components and accessories
        attached to, installed in, incorporated in or appurtenant to such
        airframe;

                  (2)  two Pratt & Whitney Model JT8D-217C aircraft engines
        bearing manufacturer's serial nos. ______ and ______, together with
        all parts, appliances, equipment, instruments, components and
        accessories attached to, installed in, incorporated in or appurtenant
        to such engines; and

                  (3)  all Technical Records (as such term is defined in the
        Assignment of Rights Agreement), including without limitation, the
        documents and records set forth on Schedule 1 attached hereto
        [Schedule 3 to be attached].

             IN WITNESS WHEREOF, the Assignee has duly executed this
   Acceptance Certificate [___] this ____ day of _______, ____.

                                      MIDWEST EXPRESS AIRLINES, INC.


                                      By:_______________________________
                                      Name:
                                      Title:

   *    Delete if the Aircraft is a Resale Aircraft and insert names of
        Dolphin and Dolphin Trustee.

   **   Delete if the Aircraft is a Resale Aircraft.


   <PAGE>

                    EXHIBIT B -- FORM OF ASSIGNMENT AGREEMENT



                           ASSIGNMENT AGREEMENT [___]


             This ASSIGNMENT AGREEMENT [___], dated _________, ____ (the
   "Assignment"), is between Dolphin Trade & Finance, Ltd. (the "Assignor")
   and Midwest Express Airlines, Inc. (the "Assignee").

   RECITALS:

             (A)  The Assignor and Assignee have entered into that certain
   Assignment of Rights Agreement, dated November 14, 1997 ( the "Assignment
   of Rights Agreement").

             (B)  Pursuant to the Assignment of Rights Agreement, Assignor
   has agreed to assign to Assignee on their respective Delivery Date all of
   its rights under the Forward Purchase Agreement with respect to the
   Aircraft (other than the Resale Aircraft) to be delivered on such Delivery
   Date and its obligation to pay the purchase price with respect to such
   Aircraft in the amount set forth in the Assignment of Rights Agreement.

             NOW, THEREFORE, in consideration of the foregoing and for other
   good and valuable consideration, the receipt and sufficiency of which are
   acknowledged, the Assignor and Assignee agree as follows:

             1.   Definitions.  Capitalized terms used but not defined in
   this Assignment shall have the meanings given such terms in the Assignment
   of Rights Agreement.

             2.   Assignment.  The Assignor hereby sells, assigns, transfers
   and conveys to the Assignee (a) all of the Assignor's right, title and
   interest in and to the Forward Purchase Agreement with respect to the
   aircraft and engines set forth on the attached Annex 1 (the "Aircraft")
   and its related Technical Records, and (b) the Assignor's obligation to
   pay the JFS Purchase Price (the "Payment Obligation") with respect to the
   Aircraft, except that the Assignor hereby reserves and does not transfer
   the Reserved Rights with respect to the Aircraft.

             3.   Assumption by Assignee.  The Assignee hereby accepts the
   foregoing sale, assignment, transfer and conveyance of, and assumes, all
   of the Assignor's right, title and interest in the Forward Purchase
   Agreement, subject to the Reserved Rights, and of the Payment Obligation
   with respect to the Aircraft.

             4.   Obligations of Assignor.  Assignor acknowledges and
   confirms for the benefit of JFS that, without limiting the Payment
   Obligation of Assignee, nothing set forth in the Assignment of Rights
   Agreement or this Assignment shall relieve or release Assignor from its
   liability for the full and punctual performance of all obligations of
   "Forward Purchaser" under the Forward Purchase Agreement.

             5.   Governing Law.  This Assignment shall be governed by and
   construed in accordance with the laws of the State of New York applicable
   to contracts executed in the State of New York by residents of such State
   and to be performed entirely within such State, without giving effect to
   any choice or conflict of law provision which would cause the application
   of the laws of any jurisdiction other than the State of New York.

             6.   Counterparts.  This Assignment may be executed in one or
   more counterparts, each of which shall be deemed an original but all of
   which together shall constitute one and the same Assignment.

             IN WITNESS WHEREOF, Assignor and Assignee have caused this
   Assignment Agreement [___] to be executed by their duly authorized
   officers as of the date first above written.

   DOLPHIN TRADE & FINANCE,                MIDWEST EXPRESS AIRLINES, INC., as
        LTD., as Assignor                       Assignee



   By:_______________________________      By:_______________________________
   Name:                                   Name:
   Title:                                  Title:


   <PAGE>

                       EXHIBIT C -- CONSENT AND AGREEMENT



             This CONSENT AND AGREEMENT, dated November 14, 1997 (this
   "Consent"), is issued by JFS Aircraft Holdings Co., Ltd., a Japanese
   corporation ("JFS"), for the benefit of Dolphin Trade & Finance, Ltd.,
   ("Assignor") and Midwest Express Airlines, Inc., a Wisconsin corporation 
   ("Assignee").

             In consideration of Ten Dollars and for other good and valuable
   consideration whose receipt and sufficiency JFS hereby acknowledges, JFS
   agrees as follows:

             1.   Capitalized terms used but not defined in this Consent
   shall have the meaning given such terms in the Assignment of Rights
   Agreement, dated November 14, 1997, between Assignor and Assignee (the
   "Assignment of Rights Agreement").

             2.   JFS acknowledges and consents to all of the terms of the
   Assignment of Rights Agreement, including (a) the assignment by Assignor
   to Assignee and the assumption by Assignee on each Delivery Date of (i)
   all of Assignor's right, title and interest in the Aircraft to be
   Delivered on such Delivery Date, subject to Assignor's retention of the
   Reserved Rights, and (ii) the Payment Obligation with respect to such
   Aircraft, in each case as set forth in the Assignment Agreement for each
   Aircraft to be executed and delivered on the Delivery Date for such
   Aircraft, and (b) the appointment set forth in Section 2.7 of the
   Assignment of Rights Agreement of Assignee as Assignor's agent for
   purposes of inspecting the Aircraft under the Forward Purchase Agreement
   and for conducting the test flights for such Aircraft.

             3.   Except for the Payment Obligation, Assignee shall not be
   liable for any of the obligations or duties of Assignor under the Forward
   Purchase Agreement, nor shall any of the Operative Documents give rise to
   any duties or obligations on the part of Assignee to JFS, including
   without limitation, under Section 3.3 of the Forward Purchase Agreement;
   provided, however, that it is expressly understood that Assignor shall
   remain responsible with respect to each of such duties and obligations.

             4.   JFS acknowledges and agrees that Assignee shall be
   designated by JFS as an AInspector@ pursuant to Article 18 of the Lease
   and shall cooperate with Assignee to ensure compliance by Lessee with the
   terms thereof.

             5.   Upon confirmation by the Paying Agent to JFS before each
   Delivery Date that the Paying Agent is holding the JFS Purchase Price for
   the Aircraft to be delivered on such Delivery Date, JFS shall perform its
   obligations under the Forward Purchase Agreement with respect to such
   Aircraft for the benefit of Assignee as well as Assignor, including the
   following agreements supplementing the agreements of JFS set forth in the
   Forward Purchase Agreement:

                  (a)  JFS shall cooperate with Assignor and Assignee by
        taking all actions reasonably necessary to enable Assignor and
        Assignee to (i) cause the issuance by the JAA of an Export
        Certificate of Airworthiness for such Aircraft; (ii) make application
        to the JAA for the deregistration of such Aircraft, and (iii) cause
        such Aircraft to be deregistered by the JAA, and in connection with
        the Assignor and Assignee taking such actions JFS shall relinquish
        the Certificate of Airworthiness of such Aircraft;

                  (b)  on each Delivery Date with respect to each Aircraft
        (other than a Resale Aircraft), JFS shall deliver to Special FAA
        Counsel on behalf of Assignee (i) an FAA Bill of Sale on AC Form
        8050-2 covering the Aircraft to be Delivered to Assignee on such
        Delivery Date, and (ii) a Full Warranty Bill of Sale in the form
        attached as Exhibit A to the Forward Purchase Agreement covering such
        Aircraft (except that references in such Warranty Bill of Sale to
        Assignor and the registered address of Assignor shall be amended to
        refer to Assignee and to the address of Assignee set forth in Section
        12.3(b) of the Assignment of Rights Agreement); and

                  (c)  on each Delivery Date with respect to each Resale
        Aircraft, JFS shall deliver to Special FAA Counsel on behalf of
        Assignee (i) an FAA Bill of Sale on AC Form 8050-2 covering the
        Resale Aircraft to be Delivered to Assignor on such Delivery Date,
        and (ii) a Full Warranty Bill of Sale in the form attached as Exhibit
        A to the Forward Purchase Agreement covering such Resale Aircraft.

             6.   From and after the Delivery Date of an Aircraft pursuant to
   the Forward Purchase Agreement and the receipt of payment in full for such
   Aircraft, JFS will not assert any lien or claim against such Aircraft or
   any part thereof, or against Assignee relating to such Aircraft or any
   part thereof, arising prior to the time of such Delivery or in respect of
   any work or services performed on such Aircraft prior to the time of
   Delivery.

             7.   This Consent shall be governed by and construed in
   accordance with the laws of the State of New York applicable to contracts
   executed in the State of New York by residents of such State and to be
   performed entirely within such State, without giving effect to any choice
   or conflict of law provision which would cause the application of the laws
   of any jurisdiction other than the State of New York.

             IN WITNESS WHEREOF, JFS has caused this Consent and Agreement to
   be executed by its duly authorized officer as of the date first above
   written.

                                      JFS AIRCRAFT HOLDINGS CO., LTD.


                                      By:____________________________
                                      Name:
                                      Title:

   <PAGE>

              EXHIBIT D -- FORM OF TECHNICAL ACCEPTANCE CERTIFICATE


                     TECHNICAL ACCEPTANCE CERTIFICATE [___]


             Midwest Express Airlines, Inc., a Wisconsin corporation
   ("Assignee"), hereby acknowledges delivery to Dolphin Trade & Finance,
   Ltd. ("Assignor") by JFS Aircraft Holdings Co., Ltd. ("JFS") on this date
   of the following described property, together with all parts, components
   and other equipment attached to and included with such property
   (collectively, the "Resale Aircraft"), in accordance with the terms of the
   Forward Purchase Agreement, dated as of December 15, 1995, between JFS, as
   seller, and Assignor, as buyer:

                  (1)  one McDonnell Douglas DC-9-81 airframe bearing
        manufacturer's serial no. ______, together with all parts,
        appliances, equipment, instruments, components and accessories
        attached to, installed in, incorporated in or appurtenant to
        such airframe;

                  (2)  two Pratt & Whitney Model JT8D-217C aircraft
        engines bearing manufacturer's serial nos. ______ and ______,
        together with all parts, appliances, equipment, instruments,
        components and accessories attached to, installed in,
        incorporated in or appurtenant to such engines; and

                  (3)  all Technical Records (as such term is defined in
        the Assignment of Rights Agreement), including without
        limitation, the documents and records set forth on Schedule 1
        attached hereto [Schedule 3 to be attached].

             Assignee hereby unconditionally and irrevocably accepts and
   agrees to the sufficiency of the condition of such Resale Aircraft for all
   purposes of the Assignment of Rights Agreement, dated November 14, 1997,
   between Assignor and Assignee (the "Assignment of Rights Agreement"),
   including for purposes of the Delivery of such Resale Aircraft from
   Assignor or the "Dolphin Trustee" (as such term is defined in the
   Assignment of Rights Agreement) to Assignee.

             IN WITNESS WHEREOF, the Assignee has duly executed this
   Technical Acceptance Certificate [___] this ____ day of _______, ____.

                                      MIDWEST EXPRESS AIRLINES, INC.


                                      By:_______________________________
                                      Name:
                                      Title:


   <PAGE>

               EXHIBIT E -- FORM OF DOLPHIN TRUSTEE'S BILL OF SALE

                                  Bill of Sale



             DOLPHIN TRADE & FINANCE, LTD., a British Virgin Islands company
   ("Dolphin") and [NAME OF DOLPHIN TRUSTEE], not in its individual capacity
   but solely as owner trustee f/b/o Dolphin (the "Dolphin Trustee"), hereby
   certify jointly and severally that they are the owners of a certain
   McDonnell Douglas DC-9-81 aircraft bearing manufacturer's serial number 
   _____ and the registration mark N_____, and equipped with the engines
   bearing serial numbers ______ and ______, together with all appliances,
   parts, instruments, appurtenances, accessories, furnishings, modules,
   radar, radio and other equipment and property installed on or attached to
   said aircraft and said engines or destined for use with respect to the
   same (the "Aircraft") and all technical data, manuals, log books and other
   records relating to each Aircraft or any part thereof (the "Technical
   Records"), free and clear from all liens, claims, mortgages, charges,
   pledges, leases or other rights or encumbrances of any nature created by,
   or arising out of, Dolphin or the Dolphin Trustee.

             In consideration of the receipt of the sum of US$1.00 and other
   good and valuable consideration, the receipt and sufficiency of which is
   hereby acknowledged, Dolphin and the Dolphin Trustee do hereby grant,
   convey, transfer, bargain and sell, deliver and set over to Midwest
   Express Airlines, Inc., a Wisconsin corporation (the "Buyer"), all of
   Dolphin's and Dolphin Trustee's right, title and interest in and to the
   Aircraft and the Technical Records.

             Dolphin and the Dolphin Trustee hereby warrant jointly and
   severally to the Buyer and its successors and assigns that there is hereby
   transferred to Buyer all right, title and interest in and to the Aircraft
   and the Technical Records transferred to Dolphin and the Dolphin Trustee
   by JFS Aircraft Holdings Co., Ltd. pursuant to the Full Warranty Bill of
   Sale, dated ___________, ____, an original of which is attached, free and
   clear of all liens, claims, mortgages, charges, pledges, leases or other
   rights or encumbrances of any nature whatsoever created by arising out of
   Dolphin or the Dolphin Trustee, and Dolphin and Dolphin Trustee hereby
   agree jointly and severally with Buyer and its successors and assigns that
   Dolphin and Dolphin Trustee will warrant and defend such title hereunder
   forever against all claims and demands whatsoever.

             This Bill of Sale shall in all respects be governed by and
   construed in accordance with the internal laws of New York (but without
   regard to any conflicts of laws rule which might result in the application
   of the laws of any other jurisdiction).


   Made and delivered in                            on this           day of  
                         , 19   .



   For and on behalf of DOLPHIN TRADE &
   FINANCE, LTD.


   By                                                                   
   Name:
   Title:


   For and on behalf of [NAME OF DOLPHIN 
   TRUSTEE], not in its individual capacity but 
   solely as Owner Trustee f/b/o Dolphin


   By                                                                   
   Name:
   Title:


                                      Read and agreed
                                      For and on behalf of 
                                      MIDWEST EXPRESS AIRLINES, INC.
                                      as Buyer


                                      By                               
                                      Name:
                                      Title: