GUARANTY AGREEMENT


          FOR VALUE RECEIVED, and intending to be legally bound,
each of HAMBRECHT & QUIST GROUP, a California corporation
("H&Q"), KENNETH J. WAGNON, an individual ("Wagnon"), DANIEL M.
CARNEY, an individual ("Carney"), and STARWOOD INVESTMENTS, L.P.,
a Kansas limited partnership ("Starwood")(each, a "Guarantor" and
collectively, the "Guarantors"), do hereby absolutely, uncondi-
tionally, and irrevocably guarantee to BANK IV, N.A., a national
banking association, and its successors and assigns ("Lender"),
the due and punctual payment and performance of the Obligations
(as hereinafter defined), as and when such payment or performance
shall respectively become due, payable and/or performable in
accordance with the terms of the Obligations, whether at maturity
or by declaration, acceleration, or otherwise.

          As used herein, the following terms shall have the
indicated meanings:

          "Borrower" shall mean VANGUARD AIRLINES, INC., a
Delaware corporation.

          "Borrower Collection Costs" shall mean all costs, fees
and expenses incurred by or on behalf of Lender to enforce any of
Lender's rights or remedies against Borrower or any of its
properties arising out of or relating in any respect to the Loan
Documents or to otherwise collect any Obligations of Borrower,
including, without limitation, reasonable attorneys' fees and
expenses, irrespective of whether litigation is commenced in
pursuance of any of the foregoing, and all costs, fees and
expenses incurred by or on behalf of Lender in respect of any
bankruptcy or other insolvency proceeding relating to Borrower or
any of its properties. 

          "Guaranty Amount" shall mean:

          (i)  with respect to H&Q, the sum of (a) H&Q's
     Principal Amount, (b) accrued but unpaid interest under the
     Note in respect of H&Q's Principal Amount, (c) H&Q's Pro
     Rata Share of Borrower Collection Costs incurred by or on
     behalf of Lender (excluding, however, any Borrower
     Collection Costs arising after the date H&Q has satisfied
     its then-existing obligations under this Guaranty
     Agreement), and (d) Guarantor Collection Costs incurred by
     or on behalf of Lender in respect of H&Q;

          (ii) with respect to Wagnon, the sum of (a) Wagnon's
     Principal Amount, (b) accrued but unpaid interest under the
     Note in respect of Wagnon's Principal Amount, (c) Wagnon's
     Pro Rata Share of Borrower Collection Costs incurred by or
     on behalf of Lender (excluding, however, any Borrower
     Collection Costs arising after the date Wagnon has satisfied
     his then-existing obligations under this Guaranty
     Agreement), and (d) Guarantor Collection Costs incurred by
     or on behalf of Lender in respect of Wagnon;
     
          (iii)     with respect to Carney, the sum of (a)
     Carney's Principal Amount, (b) accrued but unpaid interest
     under the Note in respect of Carney's Principal Amount, (c)
     Carney's Pro Rata Share of Borrower Collection Costs
     incurred by or on behalf of Lender (excluding, however, any
     Borrower Collection Costs arising after the date Carney has
     satisfied his then-existing obligations under this Guaranty
     Agreement), and (d) Guarantor Collection Costs incurred by
     or on behalf of Lender in respect of Carney;

          (iv) with respect to Starwood, the sum of (a)
     Starwood's Principal Amount, (b) accrued but unpaid interest
     under the Note in respect of Starwood's Principal Amount,
     (c) Starwood's Pro Rata Share of Borrower Collection Costs
     incurred by or on behalf of Lender (excluding, however, any
     Borrower Collection Costs arising after the date Starwood
     has satisfied its then-existing obligations under this
     Guaranty Agreement), and (d) Guarantor Collection Costs
     incurred by or on behalf of Lender in respect of Starwood;

<PAGE>

          "Guarantor Collection Costs" shall mean all costs, fees
and expenses incurred by or on behalf of Lender to enforce any of
Lender's rights or remedies against any Guarantor or any of its
properties arising out of or relating in any respect to this
Guaranty Agreement or to otherwise collect any amounts due to
Lender from any Guarantor arising out of this Guaranty Agreement,
including, without limitation, reasonable attorneys' fees and
expenses, irrespective of whether litigation is commenced in
pursuance of any of the foregoing, and all costs, fees and
expenses incurred by or on behalf of Lender in respect of any
bankruptcy or other insolvency proceeding relating to any
Guarantor or any of its properties.
     
          "Loan Amount" shall mean $4,000,000.00.

          "Loan Document" or "Loan Documents" shall mean any or
all, respectively, of the Note and all other documents executed
in connection with or evidencing or securing the indebtedness
evidenced by the Note, as any of the same may be amended,
modified, supplemented or replaced from time to time.

          "Note" shall mean that certain Revolving Promissory
Note in the original principal amount of $4,000,000.00, dated on
or about the date hereof, made by Borrower and payable to the
order of Lender, as the same may be amended, modified,
supplemented, replaced, rearranged, renewed or extended from time
to time.

          "Obligations" shall mean and include (i) all
indebtedness of Borrower to Lender heretofore or hereafter
created under the Note and the Loan Documents, together with any
and all indebtedness created or incurred under any extension,
renewal, refinancing, or refunding of such indebtedness in whole
or in part, whether on account of principal, interest, or
otherwise, (ii) payment, performance, and discharge of all
obligations, covenants, agreements, terms, and conditions of
Borrower under the Loan Documents, (iii) all taxes incurred by
Lender in connection with the Loan Documents and/or Borrower,
including, specifically but not by way of limitation, any
federal, state or local payroll taxes in respect of Borrower
incurred by Lender, but excluding in any event any taxes based
upon the income or revenues of Lender, (iv) all Borrower
Collection Costs, (v) all future advances made by Lender for the
maintenance, preservation, protection, or enforcement of, or
realization upon, the property, or any portion thereof, subjected
and intended to be subjected to the lien and security interest
created by any of the Loan Documents, including, without
limitation, advances for storage, transportation charges, taxes,
insurance, repairs, and the like, and (vi) any extensions,
modifications, or renewals of (i) through (v) above.
NOTWITHSTANDING THE FOREGOING, THE LIABILITY OF EACH GUARANTOR
UNDER THIS GUARANTY AGREEMENT SHALL NOT EXTEND TO RENEWALS OR
EXTENSIONS OF THE NOTE BEYOND THE ORIGINAL MATURITY DATE OF THE
NOTE UNLESS CONSENTED TO IN WRITING BY SUCH GUARANTOR.  FURTHER,
NOTWITHSTANDING THE FOREGOING, THE LIABILITY OF EACH GUARANTOR AT
ANY TIME AND FROM TIME TO TIME UNDER THIS GUARANTY AGREEMENT
SHALL BE LIMITED TO SUCH GUARANTOR'S PRO RATA SHARE OF THE
OBLIGATIONS PLUS ANY GUARANTOR COLLECTION COSTS INCURRED BY
LENDER IN RESPECT OF SUCH GUARANTOR (BUT IN NO EVENT SHALL EXCEED
SUCH GUARANTOR'S GUARANTY AMOUNT).  EXCEPT AS EXPRESSLY PROVIDED
ABOVE, THE LIABILITY OF THE GUARANTORS SHALL NOT BE DISCHARGED,
REDUCED OR OTHERWISE IMPAIRED BY (A) ANY REDUCTION OF THE
PRINCIPAL BALANCES OF THE NOTE, WHETHER BY REGULARLY SCHEDULED
PAYMENTS OR OTHERWISE, (B) ANY APPLICATION OF ANY SECURITY HELD
BY LENDER TO THE PRINCIPAL BALANCES OF THE NOTE, (C) ANY FAILURE
OF LENDER TO ADVANCE THE ENTIRE PRINCIPAL AMOUNT OF THE NOTE, OR
(D) ANY OTHER ACTION, OMISSION, FORBEARANCE OR INDULGENCE BY
LENDER IN CONNECTION WITH THE NOTE, ANY OF THE OTHER LOAN
DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED THEREBY.  EXCEPT AS
EXPRESSLY PROVIDED ABOVE, NO OBLIGATIONS SHALL BE IN ANY WAY
DISCHARGED, REDUCED, IMPAIRED OR OTHERWISE AFFECTED BY THE
FOREGOING PROVISIONS.

          "Principal Amount" shall mean (i) as to H&Q,
$2,700,000, (ii) as to Wagnon, $600,000, (iii) as to Carney,
$400,000, and (iv) as to Starwood, $300,000.


<PAGE>

          "Pro Rata Share" shall mean, as to each Guarantor, the
proportion (expressed as a percentage) that such Guarantor's
Principal Amount bears to the Loan Amount.


          This is a continuing Guaranty Agreement related to the
Obligations, including without limitation, those arising under
successive transactions which either continue the Obligations or
from time to time renew them.  Except as expressly provided
above, the liability of each Guarantor hereunder shall be
unlimited.

          The respective obligations of Guarantors hereunder are
irrevocable, continuing, absolute, and unconditional,
irrespective of the value, genuineness, validity, regularity, or
enforceability of the Note or any of the Obligations, or any of
the Loan Documents or any other guaranty of, or security for, any
thereof or any other instruments or documents contemplated
thereby or executed and delivered in connection therewith, and
irrespective of any other circumstance whatsoever which might
otherwise constitute a legal or equitable discharge or defense of
a guarantor or surety.  Without limiting the generality of the
foregoing, the obligations of Guarantors hereunder shall remain
in full force and effect without regard to, and shall not be
impaired, released, discharged, or in any way affected by:

          (1)  any amendment or modification of or supplement to
     the Note or any other instrument or agreement made at any
     time in respect of the indebtedness evidenced by the Note or
     any other Loan Document; or

          (2)  any change in the identity, structure or
     capitalization of Borrower, any Guarantor or any other
     person or entity; or

          (3)  any exercise or non-exercise of or delay in
     exercising any right, remedy, power, or privilege under or
     in respect of this Guaranty Agreement, the Note or any other
     Loan Document (even if any such right, remedy, power, or
     privilege shall be lost thereby), or any waiver, consent,
     indulgence, or other action or inaction in respect thereof;
     or

          (4)  any bankruptcy, insolvency, reorganization,
     arrangement, composition, assignment for the benefit of
     creditors, or similar proceeding commenced by or against
     Borrower, any Guarantor or any other person or entity; or

          (5)  any impairment of any collateral (whether real or
     personal) securing the Obligations, including but not
     limited to any failure to perfect or continue perfection of,
     or any release or waiver of, any right given to Lender in
     any property serving as security for the performance of any
     of Borrower's obligations under the Note or any other Loan
     Document, and also including any surrender, release, ex-
     change, substitution, dealing with, or alteration of any
     collateral or other property directly or indirectly securing
     the Note; or

          (6)  any forbearance, renewal, or extension of time for
     payment or performance of any of the Obligations; or

          (7)  the failure of Lender to give notice of default on
     the part of Borrower, any Guarantor or any other person or
     entity (whether or not such notice is required to be given
     under any Loan Document or by law); or

          (8)  the death, incompetency or divorce of any
     individual Guarantor; or

<PAGE>

          (9)  abstaining from taking advantage of or realizing
     upon any lien or other security interest, or other guaranty;
     or

          (10) the genuineness, validity, or enforceability of
     the Note or any other Loan Document; or

          (11) the forged signature of any Guarantor to this
     Guaranty Agreement or the failure of any Guarantor to
     execute this Guaranty Agreement; or

          (12) changing the place of payment set forth in the
     Note; or

          (13) the addition of new parties who have liability to
     pay and/or perform all or any part of the Obligations; or

          (14) any limitation of liability of Borrower, any
     Guarantor or any other person or entity contained in any
     Loan Document except in this Guaranty Agreement; or

          (15) any defense that may arise by reason of the
     failure of Lender to file or enforce a claim against the
     estate of Borrower, any Guarantor or any other person or
     entity in any bankruptcy, probate or other proceeding; or

          (16) any voluntary or involuntary liquidation,
     dissolution, termination or winding-up of, or sale or other
     transfer of all or substantially all of the assets of
     Borrower, any Guarantor or any other person or entity, or
     any marshalling of assets and liabilities, or other similar
     proceeding affecting Borrower, any Guarantor or any other
     person or entity or any of their respective assets,
     properties or revenues; or

          (17) the release of Borrower, any Guarantor or any
     other person or entity (other than the voluntary release by
     Lender of Borrower or any Guarantor) from the payment, per-
     formance or observance of any of the agreements, covenants,
     terms, or conditions contained in any of the Loan Documents
     by operation of law or otherwise; or

          (18) the foreclosure of any security interest securing
     the Note, notwithstanding any provisions of law or of the
     Loan Documents that may prevent Lender from seeking or
     enforcing any deficiency remaining after a foreclosure of
     such security interest; or

          (19) the endorsement, assignment, or transfer of any of
     the Loan Documents by Lender to any other party; or

          (20) any legal or equitable defenses which Borrower,
     any Guarantor or any other person or entity may assert with
     respect to any of the Obligations or any obligations of any
     other Guarantor under this Guaranty Agreement, including
     without limitation, failure of consideration, breach of
     warranty, payment, statute of frauds, statute of
     limitations, accord and satisfaction, laches and usury.

          No set-off, claim, counterclaim, reduction, or
diminution of any Obligation, or any defense of any kind or
nature which Borrower or any Guarantor now has or hereafter may
have against Lender shall be available hereunder to any Guarantor
against Lender.  The Obligations of Guarantors hereunder shall be
automatically reinstated if for any reason any payment by or on
behalf of Borrower is rescinded or must otherwise be restored,
whether as a result of any proceedings in bankruptcy,
reorganization, or otherwise, notwithstanding <PAGE> any termination of
this Guaranty Agreement or the cancellation of the Note, any
other Loan Document or other agreement evidencing the Obliga-
tions.

          Neither Lender nor any of its officers, directors,
employees or agents shall be liable for failure to use diligence
in collecting any Obligation or any obligation hereunder, or in
realizing upon any collateral securing the Obligations, in
creating or preserving the liability of any person or entity with
respect to any of the Obligations or any obligations hereunder,
or in creating or perfecting any lien on, or preserving, any
collateral securing the Obligations.  Each Guarantor also
expressly and irrevocably waives (a) presentment for payment of,
notice of dishonor or nonpayment of, demand for, protest or
notice of protest with respect to, notice of any default with
respect to, or notice of acceleration of or intention to
accelerate, any of the Obligations, (b) all other notices or
formalities of any kind or nature whatsoever, including without
limitation, any notice of advances made to Borrower from time to
time under the Note or any of the other Loan Documents, any
notice of acceptance hereof or reliance hereon by Lender or any
owner or holder of any of the Obligations, any notice of any
other act or omission on the part of Lender, Borrower, any other
Guarantor or any other person or entity, (c) any notice of, or
defense based upon, any errors and omissions in connection with
Lender's administration of the loans evidenced by the Note or any
of the other Loan Documents, (d) any notice of, or defense based
upon, any and all other acts or omissions of Lender which change
the scope of such Guarantor's risk, (e) any requirement that any
right, power or remedy be exhausted, or asserted against,
Borrower, any Guarantor, any other person or entity, or any
collateral securing the Obligations, (f) any right to require the
marshalling of assets of Borrower, any other Guarantor, or any
other person or entity, (g) any defense based upon any election
of remedies by Lender, including without limitation, any defense
based upon any foreclosure on any collateral securing the
Obligations by nonjudicial means, and, until such time as the
Obligations are indefeasibly paid in full, (h) all rights of
subrogation, reimbursement, and indemnity whatsoever arising from
or in respect to any payment made by any Guarantor hereunder, and
(i) all rights of recourse to or to participate in any collateral
securing the Obligations.  Furthermore, except as expressly set
forth herein, no set-off, claim, counterclaim, reduction, or
diminution of any Obligation, or any defense of any kind or
nature whatsoever which any Guarantor now has or hereafter may
have against Borrower, any other Guarantor, any other person or
entity, or Lender shall be available hereunder to such Guarantor
against Lender.

          In addition to all liens upon and rights of set-off
against moneys, securities, or other property of Guarantors, or
any of them, given to Lender at law or in equity, Lender shall
have a lien upon, security interest in, and right of set-off
against, all moneys, securities, and other property of Guarantors
or of any of them now or hereafter in the possession of or on de-
posit with Lender, whether held in a general or special account
for deposit, or for safe-keeping, or otherwise.  Every such lien
and right of set-off may be exercised after the occurrence of a
default by any Guarantor under this Guaranty Agreement without
notice to Guarantors.

          Each and every right, remedy, and power hereby granted
to Lender or allowed it by law or other agreement shall be
cumulative and not exclusive of any other, and may be exercised
by Lender at any time and from time to time.

          If one or more of the following shall occur and be con-
tinuing or shall exist:

               (a)  A proceeding shall have been instituted in a
     court having jurisdiction seeking a decree or order for
     relief in respect of any of the Guarantors, in an
     involuntary case under any applicable bankruptcy,
     insolvency, or other similar law now or hereafter in effect,
     or for the appointment of a receiver, liquidator, assignee,
     custodian, trustee, sequestrator, or other similar official
     of or for any of the Guarantors, or for any substantial part
     of such Guarantor's property, or for the winding-up or
     liquidation of such Guarantor's affairs; or


<PAGE>

               (b)  Any of the Guarantors shall commence a
     voluntary case under any applicable bankruptcy, insolvency,
     or other similar law now or hereafter in effect, shall
     consent to the entry of an order for relief in an
     involuntary case under any such law, or shall consent to the
     appointment of or taking possession by a receiver,
     liquidator, assignee, trustee, custodian, sequestrator, or
     other similar official, of any Guarantor or of any
     substantial part of any Guarantor's property, or makes a
     general assignment for the benefit of creditors, or admits
     in writing their inability to pay their debts as they become
     due, or fails generally to pay such Guarantor's debts as
     they become due, or takes any action in furtherance of any
     of the foregoing; or

               (c)  Any Guarantor shall fail to pay or perform
     any of the Obligations immediately upon demand by Lender
     following a default in the payment or performance thereof by
     Borrower; or

               (d)  Any Guarantor shall fail or refuse to perform
     any obligation or covenant of such Guarantor under this
     Guaranty Agreement when such performance is required under
     the terms hereof; or

               (e)  Any Guarantor revokes his or its obligations
     under this Guaranty Agreement or this Guaranty Agreement
     becomes ineffective or unenforceable in any manner; or 

               (f)  Any representation or warranty made by any
     Guarantor shall prove to be false or misleading as of the
     time it was made or furnished; or

               (g)  Lender reasonably determines that there is
     any material adverse change in the financial condition of
     any Guarantor;

then the Guarantors shall be in default under this Guaranty
Agreement.  Upon the occurrence of any such default, Lender may,
at its option, as to the Guarantors, accelerate the indebtedness
evidenced and secured by the Loan Documents (if not previously
accelerated), and exercise any other remedies available to Lender
at law, in equity, under any Loan Document, or otherwise.

          This Guaranty Agreement is a guaranty of payment and
performance and not of collection.  Without waiving any rights
against other persons, entities, or property, Lender may proceed
directly against any and all of the Guarantors (to the extent of
such Guarantor's Pro Rata Share of the Obligations plus any
Guarantor Collection Costs incurred by Lender in respect of such
Guarantor, but in any event not to exceed such Guarantor's
Guaranty Amount) whenever any payment or performance required
pursuant to the Obligations is not made or rendered to Lender
without being required to proceed first against Borrower or any
other person or entity, or to enforce any remedies against them,
or to foreclose on, sell, or otherwise dispose of or collect or
apply any property, real or personal, which is security for the
Obligations or for Guarantor's obligations hereunder.  Lender
also may proceed against Borrower or any other person or entity,
or enforce any remedies against them, or foreclose on, sell, or
otherwise dispose of or collect or apply any property, real or
personal, securing the Obligations, without notice to and either
before, after, or concurrently with any proceeding against the
undersigned.  Furthermore, the Guarantors waive as defenses to
the Obligations the pleading or defense based upon any election
of remedies by Lender, including but not limited to an election
to foreclose by nonjudicial sale or pursue any other remedy.

          The Guarantors irrevocably:  (i) agree that Lender or
any other holder or holders of the Note may bring suit, action,
or other legal proceedings arising out of this Guaranty Agreement
or the transaction contemplated hereby in the courts of Sedgwick
County, Kansas or the courts of the United States District Court
for the District of Kansas, but shall not be restricted to such
courts; (ii) consent to the jurisdiction of each such <PAGE> court in
any such suit, action, or proceeding; and (iii) consent to and
waive any objection which the Guarantors may have to proper venue
existing in any such courts.

          H&Q covenants that until termination of this Guaranty
Agreement, H&Q will furnish to Lender:  (i) within 120 days of
the close of each fiscal year of H&Q, certified year-end
financial statements of H&Q, prepared by independent certified
public accountants, prepared in accordance with GAAP,
consistently applied to the books and records; and (ii) within 45
after the end of each fiscal quarter, quarterly financial
statements of H&Q, prepared on a basis consistent with GAAP, as
applied to the annual financial statements of H&Q, certified as
true and correct to the best knowledge of the chief executive
officer, controller or chief financial officer of H&Q.

          Each of Wagnon and Carney covenants that until
termination of this Guaranty Agreement, such Guarantor will
furnish to Lender, within 90 days of the end of each calendar
year, such Guarantor's personal balance sheet (which shall
include full disclosure and detail of any and all contingent
liabilities) and such Guarantor's personal income statement on
such forms (which Lender has agreed may be in the form of such
Guarantor's complete Federal Income Tax return) as Lender shall
reasonably require.

          Starwood covenants that until termination of this
Guaranty Agreement, Starwood will furnish to Lender, within 90
days of the close of each fiscal year of Starwood, compiled
year-end financial statements of Starwood, prepared by independent
certified public accountants, prepared in accordance with GAAP,
consistently applied to the books and records.

          Each of the Guarantors shall furnish to Lender,
promptly upon request by Lender, such additional financial and
other information concerning such Guarantor as Lender may
request.

          Any notice, demand, or request by Lender to the
Guarantors, or any of them, or by the Guarantors, or any of them,
to Lender shall be in writing and shall be deemed to have been
duly given or made if either delivered personally or if mailed by
certified or registered mail, postage prepaid, addressed, in the
case of Lender, to Bank IV, N.A., 100 North Broadway, Wichita,
Kansas  67202, Attention: Mr. Cal Glasco (or to the correct
address of any assignee of Lender), and in the case of each of
the Guarantors, to the address set forth below the signature of
such Guarantor to this Guaranty Agreement.  Notice by mail shall
be deemed given upon deposit in the United States mail in such
manner.

          Guarantors agree that Lender shall have no duty to
disclose to the Guarantors any information it may now or
hereafter have about Borrower or any of the Guarantors,
regardless of whether Lender has reason to believe that any such
information materially increases the risk beyond that which the
Guarantors intend to assume or has reason to believe that such
information is unknown to the Guarantors or has a reasonable
opportunity to communicate such information to the Guarantors. 
It is expressly understood and agreed by the Guarantors that the
Guarantors are fully responsible for being and keeping themselves
informed of the financial condition of Borrower and each other
and of all circumstances bearing on the risk of non-payment and
non-performance of any of the Obligations.  Without limiting the
generality of the foregoing or any other provision hereof, each
Guarantor represents, warrants and covenants to Lender that (i)
such Guarantor has independently obtained information, financial
and otherwise, about the financial condition and operations of
Borrower and has not relied on Lender for any such information,
(ii) such Guarantor is aware that Borrower has not been operating
profitably, (iii) such Guarantor has reviewed and is familiar
with the financial statements of Borrower dated on or about June
30, 1996, (iv) notwithstanding the contents of such financial
statements or the financial condition of Borrower as reflected
therein, such Guarantor has requested that Lender extend credit
to Borrower pursuant to the Note, (v)  such Guarantor will
benefit from the extension of  credit to Borrower pursuant to the
Note, (vi) such Guarantor acknowledges that Lender would not
extend such credit to Borrower pursuant to the Note but for such
Guarantor's promises hereunder, and (vii) the present or future
financial condition of Borrower, or Lender's <PAGE> or such Guarantor's
knowledge or lack of knowledge thereof, shall not constitute a
defense to or otherwise affect such Guarantor's obligations
hereunder. 

          After the occurrence and during the continuance of any
default under this Guaranty Agreement, the Note or any other Loan
Document, all existing and future indebtedness of Borrower to any
of the Guarantors is hereby subordinated to all indebtedness
hereby guaranteed and, without the prior written consent of
Lender, which consent may be withheld at Lender's sole
discretion, shall not be paid or withdrawn in whole or in part,
nor will any of the Guarantors accept any payment of or on
account of any such indebtedness or as a withdrawal of capital
while this Guaranty Agreement is in effect.  Immediately upon
Lender's request, Borrower shall pay to Lender all or any part of
such subordinated indebtedness and any capital which any of the
Guarantors is entitled to withdraw.  Each payment by Borrower to
any of the Guarantors in violation of this Guaranty Agreement
shall be received by such Guarantor in trust for Lender and shall
be paid to Lender immediately on account of the indebtedness of
Borrower to Lender.  No such payment shall reduce or affect in
any manner the liability of any of the Guarantors under this
Guaranty Agreement.

          Guarantors will file all claims against Borrower in any
bankruptcy or other proceeding in which the filing of claims is
required by law upon any indebtedness of Borrower to Guarantors
and will assign to Lender all rights of Guarantors thereunder. 
If Guarantors do not file any such claim, Lender, as attorney-
in-fact for the undersigned hereby irrevocably appointed, is hereby
authorized to do so in the name of the undersigned or, in
Lender's discretion, to assign the claim and to cause proof of
claim to be filed in the name of Lender's nominee.  In all such
cases, whether in administration, bankruptcy, or otherwise, the
person or persons authorized to pay such claims shall pay to
Lender the full amount thereof and, to the full extent necessary
for that purpose, Guarantors hereby assign to Lender all of
Guarantors' rights to any such payments or distributions to which
Guarantors otherwise would be entitled.

          Each of the Guarantors represents, warrants, and
covenants to and with Lender that:

               (i)  There is no action or proceeding pending or,
     to the knowledge of such Guarantor, threatened against such
     Guarantor before any court or administrative agency which is
     reasonably likely to result in any material adverse change
     in the business or financial condition of such Guarantor or
     in the property of such Guarantor;

               (ii) Such Guarantor has filed all federal and
     state income tax returns which such Guarantor has been
     required to file, and has paid all taxes as shown on said
     returns and on all assessments received by such Guarantor to
     the extent that such taxes have become due;

               (iii) The execution and delivery of this Guaranty
     Agreement, the fulfillment of and compliance with the terms
     and provisions hereof, and the failure to give notice to or
     to obtain the consent, authorization, or approval of any
     person or entity, private or public, will not conflict with
     or violate any applicable law, regulation or statute, nor
     conflict with or result in a breach of the terms, condi-
     tions, or provisions of, or constitute a default under, any
     agreement, contract, instrument, order, decree, or judgment
     to which any of the Guarantors are parties or by which any
     of them are bound, where such breach or default would have a
     material adverse effect on the business or financial
     condition of such Guarantor, or result in the creation of
     any lien, charge, or encumbrance upon any property or assets
     of any of the undersigned;

               (iv) This Guaranty Agreement has been duly and
     validly executed and delivered by each Guarantor and this
     Guaranty Agreement is a valid and legally binding agreement
     of such Guarantor and is enforceable against such Guarantor
     in accordance with its terms;

<PAGE>


               (v)  Such Guarantor has either examined the Loan
     Documents or has had an opportunity to examine the Loan
     Documents and has waived the right to examine them;

               (vi) Such Guarantor has the full power, authority,
     and legal right to execute and deliver this Guaranty
     Agreement;

               (vii) Such Guarantor's financial statements and
     all other financial data and information furnished by it to
     Lender fairly and accurately represent the financial
     condition of such Guarantor.  As of the date hereof, there
     has been no material change in the financial position of
     such Guarantor of a material adverse nature which could
     reasonably be expected to impair its ability to perform the
     Obligations; and

               (viii) To the best of such Guarantor's knowledge,
     such Guarantor is not violating any law, regulation,
     ordinance, or order of any court or federal, state,
     municipal, or other governmental agency, commission, board,
     bureau, agency, or instrumentality, the violation of which
     would have a material adverse effect on the business or
     financial condition of such Guarantor.

          H&Q further represents, warrants, and covenants to and
with Lender that:

               (a)  It is duly organized and validly existing
     pursuant to the laws of the State of California, is in good
     standing in the State of California, and is qualified to do
     business in all states in which qualification is so
     required; and

               (b)  H&Q has duly and validly authorized
     execution, delivery and performance of this Guaranty
     Agreement by all necessary corporate action and this
     Guaranty Agreement in fact has been duly and validly
     executed and delivered; and 

               (c)  H&Q has good and marketable title to all of
     its property and assets as disclosed in the financial
     information provided Lender and there are no mortgages,
     deeds of trust, liens, pledges, or other encumbrances of any
     character on such property other than liens for current
     taxes and governmental assessments not yet due and payable
     and liens in favor of Lender or approved in writing by
     Lender; and 

               (d)  There are no legal or governmental claims,
     actions, suits, or proceedings pending against or, to the
     best of H&Q's knowledge, affecting H&Q or any of H&Q's
     property, at law or in equity, which, if determined ad-
     versely to H&Q, would individually or in the aggregate
     result in a material adverse change in the conditions
     (financial or otherwise), business, or results of operations
     of H&Q, and, to the best of H&Q's knowledge, no such claims,
     actions, suits, or proceedings are threatened or
     contemplated by any governmental authorities or by others.

               Each of Wagnon and Carney further represents,
warrants, and covenants to and with Lender that:

               (a)  such Guarantor has good and marketable title
     to all of his property and assets as disclosed in the
     financial information provided Lender and there are no
     mortgages, deeds of trust, liens, pledges, or other
     encumbrances of any character on such property other than
     liens for current taxes and governmental assessments not yet
     due and payable and liens in favor of Lender or approved in
     writing by Lender; and 


<PAGE>

               (b)  There are no legal or governmental claims,
     actions, suits, or proceedings pending against or, to the
     best of such Guarantor's knowledge, affecting such Guarantor
     or any of such Guarantor's property, at law or in equity,
     which, if determined adversely to such Guarantor, would
     individually or in the aggregate result in a material
     adverse change in the condition (financial or otherwise) of
     such Guarantor, and, to the best of such Guarantor's
     knowledge, no such claims, actions, suits, or proceedings
     are threatened or contemplated by any governmental author-
     ities or by others.

          Starwood further represents, warrants, and covenants to
and with Lender that:

               (a)  It is a limited partnership duly organized
     and validly existing pursuant to the laws of the State of
     Kansas, is in good standing in the State of Kansas, and is
     qualified to do business in all states in which
     qualification is so required; and

               (b)  Starwood has duly and validly authorized
     execution, delivery and performance of this Guaranty
     Agreement by all necessary partnership action and this
     Guaranty Agreement in fact has been duly and validly
     executed and delivered; and 

               (c)  The Robert A. Geist Revocable Trust dated
     October 13, 1993 is the sole manager of Starwood, and Robert
     A. Geist is the sole trustee of the Robert A. Geist
     Revocable Trust dated October 13, 1993; and 

               (d)  Starwood has good and marketable title to all
     of its property and assets as disclosed in the financial
     information provided Lender and there are no mortgages,
     deeds of trust, liens, pledges, or other encumbrances of any
     character on such property other than liens for current
     taxes and governmental assessments not yet due and payable
     and liens in favor of Lender or approved in writing by
     Lender; and 

               (e)  There are no legal or governmental claims,
     actions, suits, or proceedings pending against or, to the
     best of Starwood's knowledge, affecting Starwood or any of
     Starwood's property, at law or in equity, which, if
     determined adversely to Starwood, would individually or in
     the aggregate result in a material adverse change in the
     conditions (financial or otherwise), business, or results of
     operations of Starwood, and, to the best of Starwood's
     knowledge, no such claims, actions, suits, or proceedings
     are threatened or contemplated by any governmental author-
     ities or by others.

          All of the foregoing representations, warranties, and
covenants shall survive the execution hereof and be continuing
and will not terminate until Lender has received payment and per-
formance in full of all Obligations.

          Each Guarantor shall promptly give Lender notice of all
litigation or proceedings before any court or governmental
authority affecting said Guarantor or its property, except
litigation or proceedings which, if adversely determined, would
not have a material adverse effect on the financial condition or
operations of said Guarantor or its ability to perform any of its
obligations hereunder.

          Each Guarantor shall give any representative of Lender
access to, and permit such representative to examine, copy, or
make extracts from, any and all books, records, and documents in
the possession of said Guarantor relating to the performance of
said Guarantor's obligations hereunder and under any other Loan
Document, all at such times during normal business hours after
reasonable notice and as often as Lender may reasonably request.


<PAGE>


          No failure to exercise, nor any delay in exercising or
course of dealing in respect of, any right, power, or remedy
hereunder or under any other Loan Document by Lender shall
operate as a waiver thereof, nor shall any single or partial
exercise by Lender of any such right, power or remedy preclude
any other or further exercise thereof or the exercise of any
other right.  The remedies provided herein and in any other Loan
Document shall be cumulative and not exclusive of any remedies
provided by law.

          Each Guarantor shall pay, and will reimburse Lender
upon demand for, all Guarantor Collection Costs incurred by or on
behalf of Lender in respect of such Guarantor.  This Guaranty
Agreement shall terminate upon the full payment and performance
of the Obligations, except that each Guarantor's obligations
under this paragraph shall survive the payment or performance of
the Obligations.

          This Guaranty Agreement may be executed in two or more
counterparts and by the different parties hereto on separate
counterparts, each of which shall be deemed an original, but all
such counterparts shall together constitute but one and the same
instrument.  The Guaranty Agreement may be executed  and
delivered by fax or other electronic transmission and any such
execution and delivery shall be fully effective, as if an
original hereof had been executed and delivered in person.

          This Guaranty Agreement constitutes the entire
agreement, and supersedes all prior agreements and
understandings, both written and oral, between Guarantors and
Lender with respect to the subject matter hereof.  No course of
dealing between the parties, no course of performance, no usage
of trade, and no parol or extrinsic evidence of any nature shall
be used to supplement or modify any term hereof, nor are there
any conditions to the full effectiveness of this Guaranty
Agreement.  If any clause, provision, or section of this Guaranty
Agreement shall be held illegal or invalid by any court, the
validity of such clause, provision, or section shall not affect
any of the remaining clauses, provisions, or sections hereof, and
this Guaranty Agreement shall be construed and enforced as if
such illegal or invalid clause, provision, or section had not
been contained herein.  In case any agreement or obligation
contained in this Guaranty Agreement be held to be in violation
of law, then such agreement or obligation shall be deemed to be
the agreement or obligation of Guarantors, as the case may be, to
the full extent permitted by law.  No waiver of any breach of
this Guaranty Agreement or of any warranty or representation
hereunder by Lender shall be deemed to be a waiver of any other
breach by the Guarantors (whether preceding or succeeding and
whether or not of the same or similar nature), and no acceptance
of payment or performance by Lender after any breach by the
Guarantors shall be deemed to be a waiver of any breach of this
Guaranty Agreement or of any representation or warranty hereunder
by the Guarantors, whether or not Lender knows of such breach at
the time it accepts such payment or performance.  Except as
otherwise expressly provided herein, any approval or consent
provided to be given by a party hereunder may be given or
withheld in the absolute discretion of such party.

          As expressly provided herein, the obligations and
liabilities of the Guarantors under this Guaranty Agreement are
several and not joint.  The obligations of Guarantors hereunder
extend to the separate and community property of each of the
Guarantors.  The unconditional liability of each Guarantor
applies notwithstanding that such Guarantor is severally liable
only for such Guarantor's Pro Rata Share of the Obligations and
any Guarantor Collection Costs incurred by Lender in respect of
such Guarantor as expressly set forth herein.  As used herein,
the singular shall mean the plural, the male the female, the
personal the impersonal, and vice versa.

          This Guaranty Agreement is executed to induce Lender to
extend credit to Borrower and in consideration of such credit
extended to be extended by Lender to Borrower and Lender is
relying upon this Guaranty Agreement in agreeing to extend credit
to Borrower.

          Each Guarantor may give written notice to Mr. Cal
Glasco of Lender that the Guarantor giving such notice will not
be liable under this Guaranty Agreement for any Obligations
created, incurred or arising after <PAGE> the giving of such notice, and
such notice will be effective as to the Guarantor who gives such
notice from and after (but not before) such time as said written
notice is actually delivered to and received by, and receipted
for in writing by, Mr. Cal Glasco of Lender; provided that such
notice shall not in anyway impair, limit or otherwise affect the
liability and responsibility of any other Guarantor hereunder
with respect to any Obligations theretofore or thereafter
existing or arising; and provided further, that such notice shall
not discharge, impair or otherwise affect the liability and
responsibility of the Guarantor giving such notice with respect
to all Obligations created, incurred or arising prior to the
receipt of such notice by Mr. Cal Glasco of Lender as aforesaid,
or with respect to any renewals or extensions of such
Obligations, or with respect to interest or costs of collection
(including, without limitation, reasonable attorneys' fees)
thereafter accruing on or with respect to such Obligations.

          This Guaranty Agreement shall be construed and enforced
in accordance with, and the rights of the parties shall be
governed by, the laws of the State of Kansas.

          This Guaranty Agreement is fully assignable by Lender,
together with the Obligations.

          These presents shall bind the Guarantors and the
Guarantors' heirs, personal representative, successors, and
assigns, and the benefits hereof shall inure to Lender, its
successors and assigns.

          LENDER SHALL NOT BE LIABLE FOR ANY CLAIMS, DEMANDS,
LOSSES, OR DAMAGES MADE, CLAIMED, OR SUFFERED BY BORROWER OR ANY
AND ALL GUARANTOR(S), EXCEPT THOSE CAUSED BY LENDER'S WILLFUL
MISCONDUCT OR GROSS NEGLIGENCE.

          EACH OF THE UNDERSIGNED WAIVES TRIAL BY JURY IN ANY
LAWSUIT, ACTION, PROCEEDING, COUNTERCLAIM, OR CROSS-CLAIM ARISING
OUT OF OR IN ANY WAY CONNECTED WITH THIS GUARANTY AGREEMENT OR
THE LOAN OR THE TRANSACTIONS CONTEMPLATED HEREBY.

          WITNESS the due execution hereof this 30th day of July,
1996.

                              HAMBRECHT & QUIST GROUP, a
                              California corporation



                              By:________________________________
                              Name:______________________________
                              Title:_____________________________
                              Address:___________________________
                              ___________________________________



                              ___________________________________
                              KENNETH J. WAGNON, an individual
                              Address:___________________________
                                                                 
<PAGE>



                              ___________________________________
                              DANIEL M. CARNEY, an individual
                              Address:___________________________
                              ___________________________________



                              STARWOOD INVESTMENTS, L.P., a
                              Kansas limited partnership

                              By:  Robert A. Geist Revocable
                                   Trust Dated October 13, 1993,
                                   Manager of Starwood
                                   Investments, L.P.


                              By:  ______________________________
                                        Robert A. Geist, Trustee
                                                                 
                              Address:                           
                                                                 




STATE OF CALIFORNIA  )
                    )  ss.
COUNTY OF ________  )


     The foregoing instrument was acknowledged before me this
____ day of _________, 1996, by _____________________, the/a
_________________ of HAMBRECHT & QUIST GROUP, a California
corporation, on behalf of the corporation.


[SEAL]                             _____________________________
                                   Notary Public

My Commission Expires:

______________________


<PAGE>

STATE OF KANSAS          )
                         ) ss.
COUNTY OF _________      )


          On this ____ day of ________, 1996, before me, a notary
public in and for said state, personally appeared KENNETH J.
WAGNON to me personally known, who being duly sworn, acknowledged
that he had executed the foregoing instrument for purposes
therein mentioned and set forth.

                         ____________________________________
                              Notary Public
My Commission Expires:

______________________


STATE OF KANSAS          )
                         ) ss.
COUNTY OF _________      )


          On this ____ day of ________, 1996, before me, a notary
public in and for said state, personally appeared DANIEL M.
CARNEY, to me personally known, who being duly sworn,
acknowledged that he had executed the foregoing instrument for
purposes therein mentioned and set forth.

                         ____________________________________
                              Notary Public
My Commission Expires:

______________________



STATE OF KANSAS          )
                         ) ss.
COUNTY OF _________      )


          On this ____ day of ________, 1996, before me, a notary
public in and for said state, personally appeared ROBERT A.
GEIST, trustee of the Robert A. Geist Revocable Trust dated
October 13, 1993, to me personally known, who being duly sworn,
acknowledged that he had executed the foregoing instrument for
purposes therein mentioned and set forth.

                         ____________________________________
                              Notary Public
My Commission Expires:

______________________


<PAGE>


          Borrower joins in this Guaranty Agreement for the sole
purpose of consenting to and agreeing to any provisions hereof
affecting Borrower.

                              VANGUARD AIRLINES, INC.



                              By:________________________________
                              Name:______________________________
                              Title: ____________________________