AMENDMENT TO GUARANTY AGREEMENT


          This Amendment to Guaranty Agreement (the "AMENDMENT")
is made as of August ___, 1996, by and  among HAMBRECHT & QUIST
GROUP, a California corporation ("H&Q"), KENNETH J. WAGNON, an
individual ("WAGNON"), DANIEL M. CARNEY, an individual
("CARNEY"), STARWOOD INVESTMENTS, L.P., a Kansas limited
partnership ("STARWOOD"), and BANK IV, N.A., a national banking
association (together with its successors and assigns, the
"LENDER").  H&Q, Wagnon, Carney and Starwood are each referred to
herein as a "GUARANTOR", and are collectively referred to herein
as the "GUARANTORS".

          PRELIMINARY STATEMENT.  The Guarantors have guaranteed
in favor of the Lender certain obligations of VANGUARD AIRLINES,
INC., a Delaware corporation (the "BORROWER"), pursuant to a
Guaranty Agreement dated July 30, 1996 (the "ORIGINAL GUARANTY"). 
Capitalized terms used and not defined in this Amendment shall
have the meanings given to the them in the Original Guaranty. 
The Borrower, the Guarantors and the Lender now desire to amend,
supplement and/or replace certain of the Loan Documents to, among
other things, increase the principal amount of the loan evidenced
thereby from $4,000,000 to $5,000,000 (all such amendments,
supplements and replacements are collectively referred to herein
as the "LOAN MODIFICATION").  In connection with the Loan
Modification, the Guarantors now desire to amend the Original
Guaranty in certain respects, all as more particularly set forth
below.

          NOW, THEREFORE, to induce the Lender to enter into the
Loan Modification, and in recognition that the Lender is
reasonably relying upon the promises of the Guarantors hereunder
in entering into the Loan Modification, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

          1.   LOAN MODIFICATION.  The Guarantors consent to the
Loan Modification, including, without limitation, the increase in
the principal amount of the indebtedness evidenced by the Loan
Documents from $4,000,000 to $5,000,000.

          2.   CERTAIN DEFINED TERMS.  The parties agree that the
defined terms "Loan Amount," "Principal Amount" and "Note" in the
Original Guaranty are deleted in their entirety, and that the
following definitions are added to the Original Guaranty in lieu
thereof:

               (a)  "LOAN AMOUNT" shall mean $5,000,000.

               (b)  "PRINCIPAL AMOUNT" shall mean (i) as to
          H&Q, $3,375,000,  (ii) as to Wagnon, $750,000,
          (iii) as to Carney, $500,000, and (iv) as to
          Starwood, $375,000.
<PAGE>
               (c)  "NOTE" shall mean the promissory note in
          the stated principal amount of $5,000,000, dated
          on or about the date hereof, from the Borrower, as
          maker, to the Lender, as payee, as the same may be
          amended, renewed,  rearranged, replaced, restated,
          supplemented, extended or otherwise modified from
          time to time. 

The term "Guaranty Agreement," as used in the Original Guaranty,
shall mean the Original Guaranty as amended hereby.

          3.   REAFFIRMATION OF GUARANTY.  Each Guarantor
reaffirms its obligations under the Original Guaranty, as amended
hereby, and represents, warrants and covenants to the Lender, as
a material inducement to the Lender to enter into the Loan
Modification, that (a) such Guarantor has no, and in any event
waives any, defense, claim or right of setoff with respect to its
obligations under the Original Guaranty, as amended hereby, and
(b) all representations and warranties made by such Guarantor in
the Original Guaranty are true and complete as of the date hereof
as if made on the date hereof.

          4.   NO ADDITIONAL DUTIES ON LENDER.  This Amendment
shall not impose any duty on the Lender to give notice to or
obtain the consent of any Guarantor with respect to any
subsequent modifications of the Obligations or any of the Loan
Documents, except to the extent provided in the Original
Guaranty.

          5.   NO OTHER MODIFICATIONS.  Except as amended hereby,
the Original Guaranty shall remain in full force and effect and
shall be binding on the Guarantors in accordance with its terms.

          6.   COUNTERPARTS; FAX SIGNATURES.  This Amendment may
be executed in one or more counterparts and by different parties
thereto, all of which counterparts, when taken together, shall
constitute but one agreement.  Facsimile or other electronically
transmitted signatures hereof shall have the same force and
effect as if executed and delivered in person.

          7.   GOVERNING LAW.  The Original Guaranty, as amended
hereby, 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 without regard to any choice of law rule thereof.
<PAGE>
          IN WITNESS WHEREOF, the parties have entered into this
Amendment as of the date first written above.


                              HAMBRECHT & QUIST GROUP, a
                              California corporation


                              By:____________________________
                              Name:
                              Title:


                              ________________________________
                              KENNETH J. WAGNON, an individual


                              _______________________________
                              DANIEL M. CARNEY, an individual


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

                              By: Robert A. Geist Revocable Trust
                                     Dated October 13, 1993


                                   By: ________________________
                                       Robert A. Geist, Trustee


                              BANK IV, N.A., a national banking
                              association


                              By:_____________________________
                              Name:
                              Title:
<PAGE>

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:

______________________




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:

______________________

<PAGE>

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>
                       CONSENT OF BORROWER

          Vanguard Airlines, Inc. hereby consents to the
Amendment to Guaranty Agreement, dated August ___, 1996 (the
"AMENDMENT"), and agrees to be bound by the Original Guaranty (as
defined in the Amendment), as amended by the Amendment.


                              VANGUARD AIRLINES, INC.


                              By:____________________________
                              Name:
                              Title: