GROUND LEASE

                               BETWEEN

                     KENTON COUNTY AIRPORT BOARD

                                 AND

                        MESABA AVIATION, INC.

                                 FOR

               HANGAR AND RELATED MAINTENANCE FACILITY



                      *   *   *   *   *   *   *



       THIS AGREEMENT made and entered into in Boone County, Kentucky, as of
  the first day of September, 1999, by and between KENTON COUNTY AIRPORT
  BOARD, a local air board and a body corporate and politic created pursuant
  to the provisions of Chapter 183 of the Kentucky Revised Statutes,
  hereinafter referred to as the "Board" and MESABA AVIATION, INC., d/b/a
  Mesaba Airlines, a Minnesota corporation, authorized to do business in the
  Commonwealth of Kentucky, hereinafter referred to as the "Company".

       WHEREAS, the Board operates an airport located in Boone County,
  Kentucky, known as the Cincinnati/Northern Kentucky International Airport;

       WHEREAS, the Company is engaged in the business of transporting
  passengers and cargo by air and other related activities and desires to
  construct an aircraft hangar and maintenance facility on the Airport in
  connection with the Company's business;

       WHEREAS, the Company has requested the Board to provide assistance to
  the Company in leasing to the Company of an acceptable tract of land at the
  Airport and issuing its special facilities revenue Bonds for the financing
  of the Project Facilities, herein defined; and the Board desires to induce
  the Company to enter into this Ground Lease for the terms and pursuant to
  conditions, provisions and covenants hereinafter set forth.

       NOW, THEREFORE, for and in consideration of the mutual covenants and
  agreements herein contained, the parties agree as follows:

                              SECTION I
                             DEFINITIONS




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<PAGE>



       Unless the context clearly indicates some other meaning, the following
  words and terms shall, for all purposes of this Ground Lease, have the
  following meanings:

       "Airport" means the Cincinnati/Northern Kentucky International Airport
  located in Boone County, Kentucky, together with any improvements thereto
  or enlargements thereof and all functionally related and subordinate
  facilities related thereto.

       AApplicable Laws@ means all laws, ordinances, orders, rules and
  regulations of all Federal, state and municipal governments and the
  appropriate departments, commissions, boards and offices thereof, including
  the Board, having jurisdiction over the Airport and the Leased Premises,
  legally applicable to the Company's activities hereunder.

       "Board" means the Kenton County Airport Board, a public and
  governmental body corporate and politic created pursuant to the provisions
  of Chapter 183 of the Kentucky Revised Statutes, or, if such entity shall
  be abolished, the board, body, commission or agency succeeding to the
  principal functions thereof or to which the powers and duties thereof shall
  be given by law.

       "Bond" or "Bonds" means the bonds authorized to be issued by the Board
  at the request of the Company pursuant to this Ground Lease and Indenture.

       ACode@ means the Internal Revenue Code of 1986, as amended to date,
  and all applicable Treasury Regulations promulgated thereunder.

       "Company" means Mesaba Aviation, Inc., d/b/a Mesaba Airlines, a
  corporation duly incorporated and existing under the laws of the State of
  Minnesota and qualified to do business in the Commonwealth of Kentucky or,
  if such corporation shall merge, consolidate or shall sell substantially
  all of its assets, the corporation or other entity succeeding to the
  principal functions thereof.

       "Director of Aviation" or ADirector@ means the Director of Aviation
  of the Board, or his/her designee.

       AGround Lease@ means this agreement, dated as of September 1, 1999,
  entered into by and between the Board and the Company, together with all
  amendments and supplements hereto hereafter made in accordance with the
  provisions hereof.

       AIndenture  @ means the Indenture of Trust dated as of July 1, 1999,
  between the Board and Norwest Bank, Minnesota, N.A., a national banking
  association, as Trustee, pursuant to which the Bonds shall be issued.

       ALease Agreement@ means that agreement dated as of July 1, 1999,
  between the Board and the Company pertaining to the financing of the costs
  of installation, construction and equipping of the Project Facilities, and
  any and all modifications, alterations, amendments and supplements to said
  Lease Agreement.

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       ALeased Premises@ means that parcel of land containing approximately
  515,307.2 square feet leased to the Company hereunder and specifically
  identified on Exhibit AA@ attached hereto and incorporated herein by
  reference.

       APersonal Property@ means all furniture and other portable property
  furnished or used by the Company in its operations hereunder.

       AProject Facilities@ means all improvements acquired, installed or
  constructed on the Leased Premises by or on behalf of the Company as set
  forth and identified on Exhibit AB@.

       ARental Commencement Date@ means the first day of the first month next
  following the earlier of the date the Company commences its business on the
  Leased Premises or the date twelve (12) months after the date of this
  Ground Lease.

       ARestricted Use Area@ means that part of the Leased Premises
  specifically identified on Exhibit AA@  attached hereto and incorporated
  herein by reference. The Restricted Use Area of the Leased Premises
  contains approximately 17,982.7 square feet.
       "Term or Term of this Ground Lease" means the term as set forth in
  Section V hereof.

       ATrade Fixtures@ means all appliances, signs and other major equipment
  or improvements commonly regarded as trade fixtures with a useful life in
  excess of three (3) years, installed by the Company on the Leased Premises.
  The term Trade Fixtures shall not include carpeting, floor covering,
  attached shelving, lighting fixtures other than free standing lamps, or
  wall coverings. Any item normally defined as a Trade Fixture which is
  affixed to the Leased Premises in such a manner as to cause structural
  damage to the Leased Premises upon such item's removal shall be deemed a
  Fixed Improvement.

                              SECTION II
                           LEASED PREMISES

       A.     The Board does hereby devise and exclusively lease unto the
  Company, and the Company does hereby take from the Board, that parcel of
  land located on the Airport containing approximately  515,307.2 square feet
  of land, and including the Restricted Use Area,  all as set forth and
  identified on Exhibit AA@ attached hereto and hereafter referred to as the
  ALeased Premises@.

       B.     The Company shall have the option to enlarge the area of the
  Leased Premises by adding thereto on or before the expiration of ten (10)
  years after the commencement of the Rental Commencement Date that parcel
  of land containing approximately 202,248.2 square feet (the AOption
  Parcel@), all as set forth and identified on Exhibit AA@ attached hereto
  and incorporated herein by reference.   The Company may exercise the option
  to add such Option Parcel to the area of the Leased Premises by giving

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<PAGE>



  written notice to the Board within such ten (10) year period of the
  exercise of such option and said parcel shall become a part of the Leased
  Premises on the first day of the month next following receipt by the Board
  of Company's written notice of exercise of this option.  This option shall
  expire ten (10) years after the Rental Commencement Date. The rental to be
  paid by the Company to the Board for such Option Parcel shall be at the
  same per square foot rental then being paid for the initial parcel being
  leased hereunder as set forth and described in Section VI hereof, and such
  parcel as a part of the Leased Premises shall be otherwise subject to the
  terms and conditions of this Ground Lease.  The rental to be paid by the
  Company for such Option Parcel shall commence on the earlier of (a) the
  first day of the first month next following the date the Company commences
  its business on the Option Parcel or (b) the first day of the first month
  next following the later of the date twelve (12) months after the date of
  the exercise of such option or the date the Board gives written notice to
  the Company that the stream referenced in Section III. C. below has been
  redirected off of the Option Parcel.

       The consideration to be paid by the Company to the Board for this
  option is as set forth in Section VI B. The Company may upon the giving of
  not less than thirty (30) days prior written notice to the Board terminate
  the option herein granted to it to lease the Option Parcel, and the
  consideration to be paid by the Company to the Board for the terminated
  option for the period after the date of termination likewise shall
  terminate.

       3.   The Board represents and warrants that it is the owner
  of the Leased Premises and of the Option Parcel and has the full right and
  lawful authority to enter into this Ground Lease.

                             SECTION III
                   DEVELOPMENT OF THE LEASED PREMISES BY THE BOARD

       A.   The Board shall commence and complete the clearing, grading,
  draining and improving of the Leased Premises in accordance with
  documentation entitled AProposal, Contract Documents and Specifications for
  Mesaba Hangar Site Preparation@ dated January 1999 (the AContract
  Documents@) which Contract Documents form the basis for a contract to
  perform such work awarded by the Board to Baker Concrete.

  Changes in the Contract Documents may be made by the Board without
  the approval of the Company provided that such changes are consistent and
  in harmony with the development of the Project Facilities on the Leased
  Premises.  All other changes in the Contract Documents shall be made only
  after approval by the Company, which approval shall not be unreasonably
  withheld or delayed.  The Company shall designate a representative
  authorized to give approvals on behalf of the Company under the provisions
  of this Section III which representative shall at all reasonable times be
  available on the Airport to representatives of the Board.

       B.   In consideration of the performance of the construction work on
  the Leased Premises by the Board as hereinabove set forth, the Company

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  shall at the time of the execution of this Ground Lease pay to the Board
  the sum of $200,000.

       C.    The Board shall, at its sole cost and expense,(1) no later than
  November 1, 2000, complete the redirection of the stream running through
  the Leased Premises off of the Leased Premises and,(2) no later than twelve
  months after receipt of notice by the Board from the Company of the
  exercise of the Company's option to add the Option Parcel to the Leased
  Premises, complete the redirection of the stream running through the Option
  Parcel off of the Option Parcel.


                              SECTION IV
               CONSTRUCTION OF IMPROVEMENTS BY COMPANY

       A.   The Company shall, at its own expense and without cost to the
  Board, commence and complete construction of the Project Facilities,
  including directly related vehicular parking and other support facilities,
  fixtures and landscaping, all as set out in Exhibit A
                                                          B@ as it may be
  modified from time to time.  The Project Facilities shall be of good
  material, sound construction, attractive in design and in accordance with
  the Guidelines For Design and Review of Tenant Facilities established by
  the Board which are attached hereto as Exhibit AC@ and made a part hereof.

       B.   Prior to commencement of construction by the Company on the
  Leased Premises, the Company shall submit to the Board for written
  approval, preliminary plans and specifications for the Project Facilities,
  including the identification of facilities and  methods for the handling
  of Hazardous wastes on the Leased Premises, as well as a schedule for their
  construction.  The Company's plans and specifications shall be subject to
  approval by the Board, which reserves the right to withhold approval for
  any and all provisions or portions thereof.  Said Board approval shall not
  be unreasonably withheld.

       C.   After approval by the Board of the preliminary plans and
  specifications for the Project Facilities, the Company shall submit all
  construction plans as they are developed by the Company and/or its
  architects, engineers and other professionals for review and written
  approval by the Director of Aviation of the Board or his designee, which
  approval shall not be unreasonably withheld.  Such  plans shall designate
  the location and boundaries of the various areas in the Project Facilities
  and the proposed uses thereof.  The Company shall not commence construction
  of any phase of the Project Facilities until the plans applicable to such
  phase or portion of construction have been approved as set out above.
  After completion of construction on the Leased Premises by the Company, but
  in no event later than three months after the Company commences use of the
  Project Facilities on the Leased Premises, the Company shall at its cost
  furnish to the Board a reproducible set of as-built drawings of the Project
  Facilities for use by the Board for its purposes in accordance with the
  guidelines set forth in Exhibit AC@.



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       D.   All construction work, workmanship, materials and installations
  shall  be  in  substantial  compliance  with  the  approved  plans  and
  specifications.  No changes in the plans or specifications shall be made
  without the prior written consent of the Director of Aviation or his
  designee, other than minor and insignificant changes which do not affect
  the designed use or the structural integrity of the improvements or their
  appearance.

       E.    The Board agrees to cooperate with the Company in regard to the
  construction and installation of the Project Facilities and any approval
  required by the Board or any of its members, officers, employees or agents
  shall be given in a timely fashion so as not to delay or interfere with the
  progress of the construction work by the Company.  Furthermore, all such
  approvals shall not be unreasonably withheld.

       F.    During the period of construction, the Board, at its expense,
  shall have the right to inspect any or all construction work, workmanship,
  material and installation involved in or incidental to the construction of
  the Project Facilities.

       G.     If to the extent it is required by Applicable Law, not less
  than the prevailing hourly rate of wages as determined by the Commissioner
  of Labor of the Commonwealth of Kentucky shall be paid to all laborers,
  workers, and mechanics performing work in the Construction of the Project
  Facilities.  Subject to the provisions hereof, in connection with the
  construction of the Project Facilities and in the exercise of the Company's
  rights and obligations hereunder, the Company shall not permit a mechanics
  lien for any labor or materials nor any claim for labor or wages, or
  penalties in relation thereto, including, but not limited to, claims
  arising under or by reason of the provisions of Kentucky Revised Statutes
  337.505 through 337.994, inclusive, to attach to or against the Leased
  Premises or the leasehold interest granted hereunder, or the Board
  (including within the definition thereof for purposes of this Subsection
  G,  the  Board's  members,  officers,  agents,  servants  or  employees,
  individually) and, if any such lien or claim is filed against the Leased
  Premise or the leasehold interest granted hereunder or made against the
  Board, the Company shall protect and save the Board harmless against any
  loss, liability or expense whatsoever by reason thereof and shall proceed
  with or defend, at its own expense, such action or proceeding as may be
  necessary to remove the lien or satisfy the claim, notwithstanding any
  other provision contained in this agreement.

       H.     Title to all improvements made to and upon the Leased Premises
  by the Company will vest in the Board at the expiration of the Term set
  forth herein or such time as this Ground Lease, including options if
  exercised, is terminated.

    Notwithstanding the foregoing, in the event Bonds are issued by
  the Board, at the request of the Company for the financing of the Project
  Facilities, title to the Project Facilities shall vest in the Board,
  pursuant to Section 142 of the Code.


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<PAGE>



                              SECTION V
                                 TERM

       A.   Initial Term.  This Ground Lease shall become effective  as of
  the date hereof, and shall continue in full force and effect for an Initial
  Term expiring September 1,2029, unless terminated prior thereto as
  hereinafter provided.

       B.    Extended Term. Upon expiration of the Initial Term of this
  Ground Lease, and provided that the Company is in compliance with all of
  the terms and conditions hereof to be performed by the Company, the Company
  may extend the Term of this Ground Lease for two(2) additional periods of
  five years each exercisable in the case of each such option by the giving
  of written notice by the Company to the Board not more than eighteen (18)
  months nor less than twelve (12) months prior to the expiration of either
  the initial Term or the applicable renewal term. There shall be no further
  privilege of renewal of this Ground Lease beyond that specified herein. If
  the Company fails to renew this Ground Lease for the first renewal term,
  then the option to renew for the additional renewal term shall terminate.

       C.   Modification of Terms.  Notwithstanding the foregoing, if Bonds
  are issued by the Board for financing of the Project Facilities, the
  initial term and extended terms of this Ground Lease are and shall be
  automatically modified for a term or terms as set forth in the Lease
  Agreement;  provided that in no event shall the total length of the initial
  term together with all extended terms extend beyond forty (40) years after
  the commencement of the Initial Term of this Ground Lease.

                              SECTION VI
                       RENTAL PAYMENTS TO BOARD

       A.   Ground Rental for Leased Premises.  Commencing on the  Rental
  Commencement Date and continuing on the same day of each and every month
  thereafter, the Company shall pay to the Board for the use and occupancy
  of the Leased Premises through the initial term and extended terms of this
  Ground Lease an annual Ground Rental, payable in monthly installments,
  based upon the total square footage of the Leased Premises less the square
  footage of the Restricted Use Area, calculated as hereinafter set forth:

                            ANNUAL RENTAL PER
  RENTAL YEAR               SQ. FT. OF LAND AREA   ANNUAL RENTAL

  Year 1 through 10,            $0.25               $124,331.125
     inclusive

  Year 11 through 20,
        inclusive               $0.32               $159,143.840

  Year 21 through 30,
       inclusive                $0.41               $203,903.045


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<PAGE>




  Year 31 through 35,
inclusive  $0.49               $243,689.005

  Year 36 through
       termination         $0.56               $278,501.720




               B.   Fee for Option.  In consideration for the option to add an
  additional parcel to the Leased Premises as set forth under the provisions
  of paragraph B of Section II above, the Company shall pay to the Board an
  annual charge, payable in monthly installments, commencing on the Rental
  Commencement Date based upon the total square footage of the Option Parcel
  less the square footage of the Restricted Use Area, calculated as
  hereinafter set forth:


                                      ANNUAL FEE PER
          RENTAL YEAR               SQ. FT. OF LAND AREA   ANNUAL FEE

          Year 1 through 3,         $0.000             $00.00
               inclusive

          Year 4 through 5,        $0.075          $15,168.62
             inclusive
          Year 6 through 10,        $0.125
               inclusive

            Said annual charge payable for the option shall be paid to and
  until the date that the Company commences paying the  annual Ground Rental
  for the Option Parcel under the provisions of paragraph A above of this
  Section VI.

       As used in this Section VI, and elsewhere in this Ground Lease, the
  term "Rental Year" means a consecutive twelve (12) month period commencing
  on the Rental Commencement Date and terminating twelve (12) months
  thereafter, and each consecutive twelve (12) month period thereafter.

       C.  In addition to the Ground Rental provided herein to be paid by
  Company to the Board, the Company shall pay to the Board such rentals and
  charges as are set forth in the Lease Agreement  applicable to the lease
  of the Project Facilities.

       D.    Delinquency Charges.  If the Company shall fail to pay, when the
  same is due and payable, any rent, or amounts or charges as contained in
  this Ground Lease to be paid by the Company to the Board, such unpaid sums
  shall bear interest from the due date thereof to the date of payment at the
  rate which is the lesser of twelve percent (12%) per annum or the maximum
  interest rate permitted by law.

                                     SECTION VII
                       RIGHT OF ACCESS TO THE LEASED PREMISES


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       A.    The Company, its directors, officers, employees, customers,
  agents, representatives, guests, contractors, suppliers of materials,
  furnishers of services and invitees, shall have the non-exclusive right of
  ingress to and egress from the Leased Premises and such other portions of
  the Airport to or from which said persons shall reasonably require ingress
  and egress; provided, however, that such right of ingress and egress shall
  be subject to the reasonable rules, regulations and requirements of general
  applicability of the Board as the same may be in effect from time to time.

       B.    The Board shall at all times furnish the Company the
  non-exclusive use of and means of access (suitable to the nature of
  Company's business and operations) from the Leased Premises to and from the
  public streets and thoroughfares and to the Airport roadways, ramps,
  taxiways and runways.  The access road, or roads, and taxiways need not be
  the same throughout the Term of this Ground Lease so long as the Company
  is provided at all times with a suitable access road or roads and taxiways.

       C.     The Board shall manage, maintain and operate the Airport in a
  prudent manner and shall maintain and operate with adequate and efficient
  personnel and keep in good repair the Airport and the existing runways,
  taxiways, common use aprons and roadways and any additions thereto during
  the term hereof; provided that the Board may, at any time, temporarily or
  permanently, close or consent to or request (to the extent required by
  Applicable Laws) the closing of any roadway, taxiway or runway and any
  other area at the Airport presently or hereafter used as such, so long as
  a reasonable alternative means of ingress and egress remains available to
  the Company, its employees, customers, guests, contractors, suppliers of
  materials, furnishers of services and invitees.

       D.  The Board or its designee shall have the right of entry upon the
  Leased Premises:  (i) to examine and inspect the same, (ii) for any purpose
  connected with the Board's rights or obligations or the Company's
  obligations hereunder, (iii) to service or post or keep posted thereon
  notices provided by any law or rules or regulations of the Commonwealth of
  Kentucky or the United States which the Board deems to be necessary for the
  protection of the Board or the Leased Premises; and (iv) for all other
  lawful purposes; provided that in exercising the right of entry pursuant
  hereto the Board or its designees as the case may be shall not unreasonably
  interfere with the Company's use, occupancy or operation of the Leased
  Premises or the Project Facilities.

       E.    Without limiting the generality of the foregoing, the Board, by
  its  officers,  employees,  agents,  representatives,  contractors  and
  furnishers of utilities and other services, shall have the right for its
  own benefit, for the benefit of the Company or for the benefit of parties
  other than the Company at the Airport, to maintain existing and future
  utility, mechanical, electrical and other systems on the Leased Premises
  and to enter upon the Leased Premises at all reasonable times to make such
  repairs,  replacements  or  alterations  thereto  as  required  in  the
  determination of the Board and, from time to time, to construct or install
  such systems over, in or under the Leased Premises for access to other

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<PAGE>



  parts of the Airport, provided that the maintenance, construction and
  installation of such systems does not unreasonably interfere with the
  Company's operation of the Project Facilities or the Leased Premises.

       F.   Nothing in this Section VII shall, or shall be construed to,
  impose upon the Board any obligations so to maintain, construct or install
  such systems or to make repairs, replacements, alterations or additions to
  the Leased Premises or the Project Facilities, or shall create any
  liability for any failure to do so.

                                    SECTION VIII
                               USE OF LEASED PREMISES

               A.   The Company shall use the Leased Premises specifically for
  the construction, installation and operation of the Project Facilities to be
  operated at the Airport as aircraft hangar facilities and functionally
  related and subordinate aircraft parking ramps and aircraft maintenance and
  repair facilities in connection with the Company's air transportation
  business at the Airport and consistent with the provisions of this
  Agreement.  The Project Facility shall be utilized for the maintenance,
  servicing and storage of Company's aircraft, including companies which are
  wholly owned subsidiaries of or which have a Acode-share@ arrangement with
  the Company, and such other purposes and uses as may be approved by the
  Board in writing, which approval shall not be unreasonably withheld.

       The Company shall comply with the following and shall be permitted to
  conduct AEngine Run-ups@ as hereafter defined only under the following
  conditions:

            1. If the required safety measures are taken by the Company to
  avoid damage from jet blast by constructing and installing appropriate
  blast fences and/or blast deflectors and on/or a hush house.

            2. Between the hours of 6:00 a.m. and 11:00 p.m. without any
  acoustical treatment.  Between the hours of 11:00 p.m. and 6:00 a.m.,
  unless otherwise approved in writing by the Director of Aviation,
  acoustical treatment acceptable to the Director of Aviation must be
  provided if Engine Run-ups other than emergency Engine Run-ups are to be
  conducted.

            3. The term, AEngine Run-up@ shall mean any operation of an
  aircraft engine on the Leased Premises for the purpose of determining air
  worthiness as part of a required maintenance or inspection program and any
  other operation of an aircraft engine on the Leased Premises above idle
  power for any purpose, other than taxing of aircraft directly related to
  flight activities.

            The Leased Premises shall not be used as a Fixed Base Operator
  or as a general aviation aircraft service facility nor for the providing
  of services or sales of any type or nature to the general public or to any
  third parties; provided that nothing herein shall prohibit the Company from
  providing maintenance  and repair sales and services to it's wholly owned

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<PAGE>



  subsidiary companies or airline companies with which it has a Acode share@
  arrangement. The Leased Premises shall not be used for providing by sale
  or otherwise of foods or beverages or for the operation of sales, services
  or concession stands of any kind or for the furnishing or selling of
  insurance, banking, car rental, money exchanging, advertising or other
  commercial service.  Nothing contained herein shall prohibit the Company
  from installing and operating either or both food and beverage service
  facilities and vending machines for the use of the Company's employees and
  other persons employed by the Company as independent contractors or the
  installation and operation of one or more automatic teller machines for the
  use of Company's employees and other persons employed by the Company as
  independent contractors; provided that such facilities and machines shall
  be located in areas that are not visible or accessible to the general
  public. It is understood and agreed that the operation, leasing and
  subletting of space and facilities anywhere on the Airport for concession
  purposes of any type including service or goods to the members of the
  general public is reserved to the Board.

       B.  The Company shall not  install or operate any signs  on or in the
  Leased Premises or Project Facilities except such signs as shall have been
  approved as a part of the plans and specifications approved by the Director
  of Aviation for the construction of the Project Facilities and such
  additional signs as may thereafter be approved by the Director of Aviation
  in writing. This requirement for approval shall not apply to signs located
  within any building or other structure on the Leased Premises which signs
  are not visible from the exterior of such building or structure.  No
  antenna, aerial, or satellite dish shall be erected or maintained on the
  roof or exterior walls of any structure on the Leased Premises or ground
  of the Leased Premises or on the Airport without in each instance first
  obtaining the prior written consent of the Director of Aviation.

       C.  The Company shall not:

            1.  Store or allow to be placed any non-functional mobile
  equipment such as carts, tugs, tractors, tractor trailers, box vans and
  automobiles or any other vehicle or mobile equipment other than in a
  completely enclosed building; or,

            2.  Store any equipment, vehicle or other thing which is not
  actively or continuously utilized as part of the Company's operation under
  this Ground Lease other than in a completely enclosed building.

            In place of storage and placement in completely enclosed
  buildings as required under the provisions of Item 1 and Item 2 above, the
  Company, with the written approval of the Board, may utilize screening for
  such storage or placement provided that said screening is located in areas
  and so constructed that the equipment and other items stored or placed in
  accordance with Item 1 and Item 2 are not visible from outside of the
  Leased Premises and appropriate arrangements, approved by the Board, are
  provided by the Company to prevent the seepage or passage of toxic or
  hazardous waste or materials off of the Leased Premises or into the
  sanitary or storm sewer facilities serving the Leased Premises.

                                 -11-


<PAGE>



       D.   Except for the taxiway connector located on the Restricted Use
  Area, the Company shall use the Restricted Use Area only as a green space
  and maintain the Restricted Use Area with grass and landscaping.  No
  buildings, paving or other structures shall be located on the Restricted
  Use Area and no vehicles or other equipment shall be located or stored,
  permanently or temporarily, on the Restricted Use Area.


       E.   The Leased Premises and the Project Facilities located on the
  Leased Premises shall be used only for the purposes specified in this
  Ground Lease.  The Company shall, at all times, during the Term of this
  Ground Lease, use the Leased Premises and the Project Facilities located
  thereon for those purposes.



                                     SECTION IX
                           GENERAL OBLIGATIONS OF COMPANY

       A.     Except for the construction being performed by the Board in
  accordance with Section III hereof, and subject to the provisions of said
  Section III, and to the provisions of Section IX C below, the operation,
  maintenance and repair of the Leased Premises, including the Project
  Facilities and all other improvements thereon, shall be the obligation and
  responsibility of the Company.  The Company shall pay, as the same shall
  become due, all costs and expenses incurred by it in the operation,
  maintenance and repair of the Leased Premises, including the Project
  Facilities and all other improvements thereon, and any machinery, equipment
  or related property substituted for any equipment therein.  The Company
  agrees it will, at its own expense, maintain or cause to be maintained, and
  will keep or cause to be kept, the Leased Premises, including the Project
  Facilities and all other improvements and landscaping  thereon, in good
  condition (ordinary wear and tear excepted) and in a reasonably safe
  condition as its operations permit.

       B.  The Company shall at all times keep or cause to be kept the Leased
  Premises, including the Project Facilities and all other improvements
  thereon, together with all property of the Company located in or on the
  Leased Premises, in a clean, neat, orderly, sanitary and presentable
  condition and appearance and will perform mowing and snow removal on the
  Leased Premises during the appropriate periods of the year.  The Company
  will not permit any waste or destruction of the runways, taxiways, common
  use aprons and roadways of the Airport during the term hereof (ordinary
  wear and tear excepted).

       C.  At no cost to the Board, the Company agrees to maintain in a good
  state of repair and functionality, and make all necessary repairs to the
  Leased  Premises,  including  the  Project  Facilities  and  all  other
  improvements located thereon, including, by way of example, without
  limitation, the interior and exterior windows, doors and entrances, utility
  systems (electrical, data, telephone, HVAC), signs, floor coverings,
  interior walls and ceiling, interior columns, structural improvements,

                                        -12-

<PAGE>



  partitions, interior and exterior lighting (including bulbs), electrical
  equipment and plumbing fixtures.  Beginning with the commencement of the
  Term of this Ground Lease, the Company shall provide each Lease Year, upon
  request of the Board, written documentation and report to the Board of any
  preventative maintenance or repair completed by the Company since the time
  of the furnishing of the prior annual documentation and report. The Company
  shall keep and maintain the Leased Premises, including appropriate
  landscaping, in a sanitary and sightly condition.  In the event the Company
  fails to perform any obligation required by this section, within Thirty
  (30) days after written notice from the Board so to do, the Board may enter
  upon the Leased Premises and perform such obligation, and charge Company
  the reasonable cost and expense thereof plus twenty (20) percent thereof
  for administrative overhead.  Company shall pay the Board such charge in
  addition to any other amounts payable by Company pursuant to this Ground
  Lease.  Notwithstanding the provisions of this paragraph C above, the
  taxiway connector located on the Restricted Use Area shall be maintained
  and repaired by and at the expense of the Board.

       All repairs done by the Company or on its behalf shall be of first
  class quality in both materials and workmanship.  All repairs will be made
  in conformity with the Board's specifications and guidelines and with the
  rules and regulations prescribed from time to time by the Board or any
  Federal, state, or local authority having jurisdiction over the work on the
  Leased Premises.

       The Company shall keep and maintain, at its sole expense, such
  interior maintenance, custodial, and cleaning services as may be necessary
  to ensure that the interior portions of the Leased Premises are maintained
  in a clean, neat and orderly fashion.

       D.   The Company will pay during the Term of this Ground Lease, as the
  same respectively become due, all taxes and governmental charges and
  assessments of any kind whatsoever that may at any time be lawfully
  assessed or levied against or with respect to the Leased Premises and all
  improvements thereon or any machinery, equipment or other property
  installed by the Company therein or thereon.

            The Company may, at its expense and in its own name and behalf
  or in the name and on behalf of the Board, but only after written notice
  to the Board, in good faith contest any assessed valuation or the amount
  or legality of said taxes, assessments and other charges, and in the event
  that any such contest, may permit the taxes, assessments or other charges
  so contested to remain unpaid during the period of such contest and any
  appeal therefrom unless the enforcement of any such contested items is so
  stayed and such stay thereafter expires or unless, by non-payment of any
  such contested items, any part of the Project Facilities or the Leased
  Premises will be subject to loss or forfeiture, in which event such taxes,
  assessments or charges shall be paid promptly or secured by posting a bond,
  in form satisfactory to the Board, with the Board.  The Board will
  cooperate fully with the Company in any such contest.  The Board shall
  cooperate with the Company in connection with any administrative or
  judicial proceedings for determining the validity or amount of any such

                                 -13-

<PAGE>



  taxes, assessments or other charges or any payments in lieu of taxes and
  appoints the company to take any action which the Board may lawfully take
  in respect of such payments and all matters relating thereto and the
  Company shall bear and pay all costs and expenses of the Board thereby
  incurred at the request of the Company or by reason of any such action
  taken by the Company on behalf of the Board.

       E.   The Company shall provide a complete and proper arrangement for
  the adequate sanitary handling and disposal, away from the Airport, of all
  trash, garbage and other refuse caused as a result of the operation of the
  Leased Premises.

       F.  The Company shall provide and use suitable covered metal
  receptacles for all garbage, trash and other refuse in or in connection
  with the Leased Premises. Piling of boxes, cartons, barrels or other
  similar items, in an unsightly or unsafe manner, on or about the Leased
  Premises, is forbidden.

       G.   The Company shall acquire and pay for all licenses, permits and
  other similar authorizations as required under federal, state or local laws
  and regulations insofar as they are necessary to comply with the
  requirements of this Ground Lease and the rights and privileges extended
  hereunder. The Company also agrees to repair or pay for all damage to the
  Board and its property caused by the wrongful or negligent acts or
  omissions of the Company, its agents, servants, employees or contractors,
  arising out of the Company's use or occupancy of the Leased Premises.

       H.   The Company shall not do anything or permit anything to be done
  on the Leased Premises, including, but not limited to, the release or
  disposal  of  any  Hazardous  Wastes,  which  may  interfere  with  the
  effectiveness or accessibility of the drainage and sewage system,
  including, but not limited to, the sewage facilities of the Sanitation
  District No. One with which the Airport sewage system connects, the fire
  protection system, the alarm system and any existing facilities for the
  protection of the Airport and the public.

       I.  The Company agrees to accept from the Board water for use on the
  Leased Premises. Such water shall be metered by meters furnished by the
  Company and the Company shall purchase and take from the Board all of its
  supply of water used by the Company on the said premises.  Unless otherwise
  agreed, the Company shall pay the Board for such water at the same rates
  no higher than that permitted to be charged by the Board by the Public
  Service Commission of the Commonwealth of Kentucky.  The Board shall bill
  Company for the water so consumed on a regular quarter-annual basis and
  within ten (10) days following the end of each such quarter, and each bill
  shall be payable within fifteen (15) days after the date of the mailing of
  such statement.

       J.   The Company shall accept from the Board a sanitary disposal
  connection for sanitary sewage from the Leased Premises and, unless
  otherwise agreed, the Company shall pay for such sanitary sewage disposal
  charges made by the Board on a like or similar basis as shall be charged

                                        -14-

<PAGE>



  to other users of the same on the Airport property.  Said charges shall be
  billed and paid as set out above in Subsection I above.

       K.  The Board may, but shall not be required to,  furnish a fiber
  optics network available at or on the Leased Premises and may, but shall
  not be required to,  permit the Company to make use of such fiber optics
  network.  In the event that the Board provides such fiber optics network
  and the Company is permitted to make use thereof, the Company shall pay to
  the Board for such use at the same rates and charges made by the Board on
  a like or similar basis to other users of the fiber optics network.

       L.   Except as set forth above in Subsections I and J, the Company
  shall obtain all utility services and supplies, such as gas, electricity,
  telephone, etc. for use on the Leased Premises from the public utilities
  furnishing same and shall pay directly therefor to such public utilities.

       M.   After completion of construction of the Project Facilities
  contemplated hereunder, the Company shall make no other improvements,
  additions or alterations upon or about the Leased Premises or the
  improvements constructed thereon without the prior written consent of the
  Director of Aviation, which consent shall not be unreasonably withheld.
  Prior to the construction of such improvements, additions or alterations,
  the Company shall submit to said Director of Aviation for his approval the
  preliminary plans and specifications therefor which shall conform to the
  general architectural scheme and overall plans adopted by the Board for the
  Airport.  All such improvements, additions or alterations  constructed by
  the Company on the Leased Premises, including the plans and specifications
  therefor, shall conform in all respects to the applicable statutes,
  ordinances, building code, rules and regulations of such governmental
  authority as may have jurisdiction.  The Director of Aviation's approval
  given as provided above shall not constitute a representation or warranty
  as to such conformity, which shall remain the Company's responsibility. The
  Company, at its own cost and expense, shall procure all permits necessary
  for such construction. After completion of construction by the Company
  under the provisions of this Section IX L, but in no event later than three
  months after commencement by the Company of use of such improvements,
  additions or alterations, the Company shall at its cost furnish to the
  Board a reproducible set of as-built drawings of such improvements,
  additions or alterations for use by the Board for its purposes in
  accordance with the guidelines set forth on Exhibit AC@ as the same may be
  from time to time amended by the Board.

       N.  The Company shall maintain and keep in a good state of repair all
  fuel lines, fuel tanks, fuel systems, and related facilities installed by
  or for the Company on the Leased Premises.  The Company shall, during the
  Term of this Ground Lease, have a sufficient number of trained personnel
  and procedures for safely storing, dispensing and otherwise handling fuel,
  lubricants and oxygen used or located on the Leased Premises or used or
  handled by or for the Company on the Airport including: (1) grounding and
  fire protection; (2) public protection; (3) control of access to storage
  areas; and (4) marking and labeling storage tanks and tank trucks,
  including identification of specific types and fuel octane designations.

                                 -15-


<PAGE>



       O.   The Company shall use its best efforts to prevent unauthorized
  persons from gaining access to restricted flight and aircraft operational
  areas through its facilities.  In the event that security guards or other
  similar personnel are required under any federal regulation or otherwise
  in order to prevent trespass and unauthorized access to flight and aircraft
  operational areas from the Leased Premises,  the costs of such personnel
  and/or equipment and all expenses related thereto shall be paid by the
  Company.

       P.  All personnel employed by the Company shall prominently display
  Airport identification badges on their person while on duty or while in
  areas of the Airport where display of an Airport identification badge is
  required by Applicable Laws.

       Q.  Upon the termination of the Ground Lease, whether by expiration
  of the Term of this Ground Lease or otherwise, the Company shall surrender
  the Leased Premises to the Board, including all improvements constructed
  on the Leased Premises, and the Board may remove all persons and property
  from the Leased Premises.  All non-Bond financed Trade Fixtures and
  Personal Property of the Company shall remain the property of the Company
  and shall be removed from the Leased Premises by the Company. If the
  Company fails to remove such Trade Fixtures and Personal Property from the
  Leased Premises, at the sole option of the Board, (i) said Trade Fixtures
  and Personal Property may be stored at a public warehouse or elsewhere at
  the Company's sole cost and expense; or (ii) title to said Trade Fixtures
  and Personal Property shall vest in the Board at no cost to the Board.


                                      SECTION X
                                ENVIRONMENTAL MATTERS

               A.  Board responsibilities:

            1. The Board shall be responsible for the removal or mitigation
  of any contamination on the Leased Premises which violates Federal or state
  environmental law and for the removal or mitigation of any other
  environmental condition, i.e. burial grounds, exotic plants, wildlife
  conditions,  etc.  on  the  Leased  Premises,  which  contamination  or
  environmental condition, existed prior to the date of this Ground Lease,
  and which substantially interfere with the use of the Leased Premises by
  the Company for the purposes contemplated hereunder, except for such
  contamination for which the Company is responsible under the provisions of
  paragraph B of this Section below.  The Board shall notify the Company in
  the event that the Board shall become knowledgeable of any contamination
  or environmental condition existing on the Leased Premises which may impede
  the construction of the Project Facilities by the Company.

    2. Upon completion of the work to be performed by the Board in
  accordance with paragraph A of  Section III  above and prior to the
  commencement of the installation of the paving by the Company on the Leased
  Premises, a Phase One Environmental Audit and related studies as determined

                                -16-

<PAGE>



  necessary by the Board shall be performed on the Leased Premises and on the
  Option Parcel by an engineering firm retained  by the Board and the report
  thereof shall be available to the Board and Company. Unless otherwise
  agreed between the Board and the Company, any contamination found to exist
  on the Leased Premises or the Option Parcel shall be handled subject to the
  provisions of paragraph A.1 of this Section above and after removal or
  remedying of the contamination by the Board a supplemental study and report
  shall be prepared by the engineers to show the removal or remeding by the
  Board of the contamination. All costs of the Environmental Audit(s) and
  related studies and reports shall be borne by the Board. Such report(s) by
  the engineering firm shall be conclusive evidence of the condition of the
  Leased Premises and of the Option Parcel for purposes of determining the
  Board's obligations under paragraph A of this Section X and Company's
  obligations under the provisions of paragraph B below of this Section X.


       B.  Company responsibilities:

            1.  The Company covenants and agrees that it will not use,
  store, maintain,  discharge  or  operate,  whether  intentionally  or
  unintentionally, on the Leased Premises, in violation of any applicable
  federal, state, county or local statutes, laws, regulations, rules,
  ordinances,  codes,  standards,  orders,  licenses  or  permits  of  any
  governmental  authorities,  relating  to  environmental  matters  (being
  hereafter collectively referred to as the Environmental Laws), including
  by way of illustration and not be way of limitation; the Clean Air Act, the
  Federal Water Pollution Control Act of 1972, the Resource Conservation and
  Recovery Act of 1976, the Comprehensive Environmental Response, the
  Compensation and Liability Act of 1980 and the Toxic Substances Control Act
  (including any amendments or extensions thereof and any rules, regulations,
  standards, or guidelines issued pursuant to any Environmental Laws).
  Except in compliance with all Environmental Laws, the Company, its
  subsidiaries, subcontractors or suppliers, or anyone on the Leased Premises
  with the consent of the Company shall not discharge "Hazardous Substances"
  (as defined hereinafter) into the sewer and/or storm water drainage systems
  serving the Airport, or cause any Hazardous Substances to be placed, held,
  stored, processed, treated, released or disposed of on or at the Leased
  Premises.  Upon termination of this Ground Lease the Company will, at its
  sole cost and expense, immediately remove from the Leased Premises all
  Hazardous Substances and all tanks or other containers which are being used
  or were used by the Company, its subsidiaries, subcontractors or suppliers,
  or anyone on the Leased Premises with the consent of the Company, to hold
  Hazardous  Substances,  discharged  or  occasioned  from  the  Company's
  operations or the operations of any of its subsidiaries, subcontractors or
  suppliers, or anyone on the Leased Premises with the consent of the
  Company. "Hazardous Substances" shall mean any material that, because of
  its quantity, concentration or physical or chemical characteristics is
  deemed by any federal, state or local governmental authority to pose a
  present or potential hazard to human health safety or to the environment.
  Hazardous Substances include, by way of illustration and not by way of
  limitation, any substance defined as a Ahazardous substance@ or Apollutant@
  or Acontaminant@ pursuant to any Environmental Law; any asbestos containing

                                 -17-

<PAGE>



  materials; petroleum, including crude oil or any fraction thereof, natural
  gas liquids; and any other toxic, dangerous or hazardous chemicals,
  materials or substance of waste(s).

    2.  Neither the Company, its members, officers, agents,
  servants, employees and customers shall cause any Hazardous Substance to
  be brought upon, kept, used, stored, generated or disposed of in, on, or
  about the Leased Premises or the Airport, or transported to or from the
  Leased Premises or the Airport unless such action is in compliance with all
  applicable Environmental Laws and the Airport's Guidelines and Rules and
  Regulations.  The Company shall be required to keep, at the Leased Premises
  in an orderly and easily accessible manner, all records evidencing its
  compliance with all applicable Environmental Laws and the Airport's
  Guidelines and Rules and Regulations for all Hazardous Substances brought
  upon, kept, used, stored, generated or disposed of in, on or about the
  Leased Premises or the Airport, or transported to or from the Leased
  Premises.  The Company shall maintain such records from the date of this
  Ground Lease until the expiration or termination of this Ground Lease.

    3.  The Company shall indemnify, defend, and hold harmless the
  Board from and against any and all losses arising during or after the date
  of this Ground Lease and any renewal date as a result of or arising from:
  (a) a breach by the Company of its obligations contained in the preceding
  Paragraphs B(1) or (2), or (b) any release of Hazardous Substance from, in,
  on or about the Leased Premises or the Airport caused by any act or
  omission of the Company, its members, officers, agents, servants, employees
  and customers, or, (c) the existence of any Hazardous Substance on the
  Leased Premises.
            4.  Upon reasonable notice, the Director shall have the right
  but not the obligation to conduct or cause to be conducted an environmental
  audit or any other appropriate investigation of the Leased Premises for
  possible environmental contamination or violation of any applicable
  Environmental Laws or violation of the Airport's Guidelines and Rules and
  Regulations.  The Company shall pay all costs associated with said
  investigation in the event such investigation shall disclose any Hazardous
  Substance contamination or violation of Environmental Law or violation of
  the Airport's Guidelines and Rules and Regulations as to which the Company
  is liable hereunder unless determined to be caused by any act or omission
  of the Board, its members, officers, agents, servants or employees.
          .

            5.  Prior to the expiration or the earlier termination of this
  Ground Lease, the Company shall be required to provide documentation,
  prepared by a firm acceptable to the Director, that the Leased Premises is
  free of Hazardous Substance Contamination and that the removal of any
  Hazardous Substance has been done in compliance with the Airport's
  Guidelines, Rules and Regulations and all applicable laws.  Such
  documentation may require an immediate remediation plan and/or long-term
  care and surveillance of any contamination identified and an acknowledgment
  of responsibility and indemnification for any and all losses associated
  with such contamination.


                                        -18-



<PAGE>


                              SECTION XI
                            DISCRIMINATION

       The Company, for itself, its successors in interest, and assigns, as
  a part of the consideration hereof, does hereby covenant and agree as a
  covenant running with the land that in the event facilities are
  constructed, maintained, or otherwise operated on the said property
  described in this Ground Lease for a purpose for which a Department of
  Transportation program or activity is extended or for another purpose
  involving the provision of similar services or benefits, the Company shall
  maintain and operate such facilities and services in compliance with all
  other requirements imposed pursuant to 49 CFR Part 21, Nondiscrimination
  in Federally Assisted Programs of the Department of Transportation, and as
  said Regulations may be amended.

       The Company for itself, its successors in interest, and assigns, as
  a part of the consideration hereof, does hereby covenant and agree, as a
  covenant running with the land, (1) that no person on the grounds of race,
  color, or national origin shall be excluded from participation in, denied
  the benefits of, or be otherwise subjected to discrimination in the use of
  said facilities, (2) that in the Construction of any improvements on, over,
  or under such land and the furnishing of services thereon, no person on the
  grounds of race, color, or national origin shall be excluded from
  participation in, denied benefits of, or otherwise be subjected to
  discrimination, and (3) that the Company shall use the premises in
  compliance with all other requirements imposed by or pursuant to Title 49
  Code of Federal Regulation (CFR), Part 21, Nondiscrimination in Federally
  Assisted Programs of the Department of Transportation, and as said
  Regulations may be amended.

       In the event of breach of any of the above nondiscrimination
  covenants, the Board shall have the right to terminate this agreement and
  re-enter and repossess said land and the facilities thereon, and hold the
  same as if said Agreement had never been made or issued.  This provision
  shall not be effective until the procedures of 49 CFR, Part 21, are
  followed and completed including exercise or expiration of all appeal
  rights.

       The Company shall furnish its service permitted hereunder on a fair,
  equal and not unjustly discriminatory basis to all users thereof, and shall
  charge fair, reasonable, and not unjustly discriminatory prices for each
  unit of service, provided that the Company may make reasonable and
  nondiscriminatory discounts, rebates and other similar types of price
  reduction to volume purchasers.

       The Company assures that it will undertake an affirmative action
  program if required by 14 CFR,  Part 152, Subpart E, to insure that no
  person shall on the grounds of race, creed, color, national origin, or sex
  be excluded from participating in any employment activities covered in 14
  CFR,  Part 152, Subpart E.  If required, the Company assures that no person
  shall be excluded on these grounds from participating in or receiving the

                                 -19-

<PAGE>



  services or benefits of any program or activity covered by this Subpart.
  If required, the Company assures that it will require that its covered
  suborganizations provide assurances to the Company that they similarly will
  undertake affirmative action programs and that they will require assurances
  from their suborganizations, as required by 14 CFR, Part 152, Subpart E,
  to the same effect.

       The Company assures that when applicable during the term of this
  Ground Lease, it will comply with pertinent statutes, Executive Orders, and
  such rules as are promulgated to assure that no person shall, on the
  grounds of race, creed, color, national origin, sex, age, or handicap be
  excluded from participating in any activity conducted with or benefiting
  from Federal assistance.  This provision obligates Company for the period
  during which Federal assistance is extended to the Airport program, except
  where federal assistance is to provide, or is in the form of personal
  property or real property or interest therein or structures or improvements
  thereon.  In these cases, when applicable during the term of this Ground
  Lease, this provision obligates the Company or its transferee for the
  longer of the following periods:

       (a) the period during which the property is used by the Board or any
  transferee for a purpose for which Federal assistance is extended or for
  another purpose involving the provision of similar services or benefits;

                                    or

       (b)  the period during which the Board or any transferee retains
  ownership or possession of the property.

       The Company hereby assures that it will include the above provisions
  in all subleases and cause sublessees to similarly include clauses in
  further subleases.

       As used herein, the term "Department of Transportation" means the
  United States Department of Transportation.

                                     SECTION XII
                              INDEMNIFICATION OF BOARD

       Each party hereto shall give to the other prompt and timely written
  notice of any claim made or suit instituted coming to its knowledge which
  in any way directly or indirectly, contingently or otherwise, affects or
  might affect either, and each shall have the right to participate in the
  defense of the same to the extent of its own interests.

       A.  The Company shall keep, hold and defend the Board, including all
  directors, members, officers, agents, servants and employees thereof,
  harmless from any and all liabilities, losses, suits, judgments, fines,
  penalties, costs, damages, expense (including cost of suit and reasonable
  expenses of legal services), claims, demands and causes of actions
  whatsoever claimed by anyone by reason of injury to or death of any persons
  or property sustained in, on, or about the Airport, as a result of acts or
  omissions of the Company, its agents, servants, employees, contractors,

                                        -20-

<PAGE>



  suppliers or invitees, or arising out of any operations of the Company upon
  or about the Airport, excepting such liability as may be the result from
  the sole negligence of the Board provided, however, that upon the filing
  of any claim with the Board for damages arising out of incidents for which
  the Company herein agrees to hold Board harmless, then and in that event,
  the Board, with which party the claim has been filed, shall notify the
  Company of such claim and the Company shall have the right to settle,
  compromise, or defend the same.  The Board shall have the right to defend
  against any such claim, and if the Board elects to do so, the Company shall
  be responsible, as and to the extent provided in Section XII.C. below, for
  the Board's reasonable legal fees, costs and expenses in addition to any
  resulting liability.  Any final judgment rendered against Board for any
  cause for which the Company is liable hereunder shall be conclusive against
  the Company as to liability and amount, where the time for appeal therefrom
  has expired.  The indemnity provisions set forth herein shall survive the
  expiration or cancellation of this Ground Lease.

       B.  In the event that the Company shall utilize any deicing pad or
  deicing facility (ADeicing Facility@), located on any ramp or other
  premises on the Airport owned by or exclusively leased to any person,
  corporation or entity (AOther Entity@), the Company shall indemnify, defend
  and hold harmless the Other Entity and against any and all claims,
  liabilities or damages to persons or property (including, but not limited
  to, any portion of the ramp facility, deicing facility, or property of such
  Other Entity) in any manner arising out of or related to said Company's
  acts or omissions in connection with its use of the ramp facility or the
  deicing facility.  Under no circumstances shall the Other Entity be
  responsible with respect to claims, liabilities or damages related to or
  arising out of any deicing or failure to de-ice by the Company's aircraft.
   The Company does hereby release any existing or future claim with respect
  to such matters.  The provisions of this Paragraph shall inure to the
  benefit of such Other Entity as a third party beneficiary under this Ground
  Lease.

       C.   The Company and the Board, at the special instance and request
  of the Company, intends to enter into a Service and Technology Agreement
  with the Kentucky Economic Development Finance Authority (the AAuthority@),
  a public body corporate and politic created under Section 154.20-010 of the
  Kentucky Revised Statutes in which Agreement the Board has is required,
  under certain circumstances, to indemnify the Authority against any and all
  losses, liabilities, claims, etc. asserted against the Authority in certain
  circumstances, all as specifically set forth in the Service and Technology
  Agreement.  The Company agrees that it will indemnify and save harmless the
  Board  against  any  and  all  losses,  liabilities,  claims,  actions,
  proceedings, cost and expenses which the Board may incur by reason of the
  provisions and agreements contained in the Service and Technology Agreement
  excepting such liability as may be the result from the sole negligence of
  the Board.

       D.  The Board shall promptly notify the Company in writing of any
  claim or action brought against the Board in respect of which indemnity may
  be sought against the Company, setting forth the particulars of such claim

                                 -21-


<PAGE>


  or action, and the Company will assume the defense thereof, including the
  employment of counsel, and the payment of all expenses.  The Board may
  employ separate counsel in any such action and participate in the defense
  thereof, but the fees and expenses of such counsel shall not be payable by
  the Company unless such employment has been specifically authorized by the
  Company.  The Company shall not be liable for any settlements of any action
  effected without its consent.

       E.  The obligation of the Company under this Section XII shall survive
  the termination of this Ground Lease until such time, unless legal action
  be sooner filed, as the Kentucky Statute of Limitations period applicable
  to written contracts shall have expired.

                                    SECTION XIII
                                      INSURANCE

       A.   Insurance - During Construction.

            1.  In connection with the construction and installation of the
  Project Facilities, the Company shall cause to be obtained and maintained,
  in a company or companies authorized to write insurance in Kentucky, such
  insurance as will protect the Board, the Company and the Company's
  contractors performing any portion of the Construction of the Project
  Facilities from claims set forth below which may arise out of or result
  from said contractor's operations under any construction or installation
  contract, whether such operations be by the contractor or by any of its
  subcontractors or by anyone directly or indirectly employed by any of them,
  or by anyone for whose acts any of them may be liable:

         a.   Claims under workers' or workmen's compensation,
  disability benefit and other similar employee benefit acts.  Further,
  contractor shall relieve the Board and the Company from any costs due to
  accidents or other liabilities mentioned in workers' or workmen's
  compensation act.  Contractor or subcontractors with either an insufficient
  number of employees or in certain excluded occupational classifications are
  required to maintain workers' or workmen's compensation coverage on a
  voluntary basis regardless of the statutory regulations.  If a contractor
  is from a state other than Kentucky, before it begins work on the Project
  Facilities it shall take whatever measures as are necessary to eliminate
  conflicts regarding which state's laws shall govern workers' or workmen's
  compensation claims.

         b.   Claims  for  damages  because  of  bodily  injury,
  occupational sickness or disease, or death of his employees.

         c.   Claims  for  damages  because  of  bodily  injury,
  occupational sickness or disease or death of any person other than his
  employees.

         d.   Claims for damages insured by usual personal
  injury liability coverage.


                                        -22-

<PAGE>



         e.    Claims for damages, other than to the Project
  Facilities themselves, because of injury to or destruction of tangible
  property, including loss of use resulting therefrom.

         f.   Claims for damages because of bodily injury or death
  of any person or property damage arising out of the ownership, maintenance
  or use of any motor vehicle.

    2.   The insurance required by subsection 1 above, shall be
  written for not less than the following amounts, or greater if required by
  law:

         a.   Workmen's Compensation:

              State - Kentucky Statutory

              Employer's Liability - $500,000 each accident

         b.   Comprehensive General: coverage limits of not less
  than $10,000,000 shall be provided.  Commercial general liability (CGL)
  shall be written on ISO Occurrence Form CG 00 01 10 96 (or a substitute
  form providing comparable coverage) and shall include all major divisions
  of coverage and be on a comprehensive basis including:

                      Premises, operations

                      Independent Contractors;

                      Products and Completed Operations;

                      Contractual Liability;

                      Owned, non-owned and hired mobile equipment;

  There shall be no endorsement or modification of the policy limiting the
  scope of coverage for liability arising from  explosion, collapse or
  underground property damage.  Products and Completed Operations insurance
  shall be maintained for three years after issuance of the final certificate
  for payment.

            3.   Business Auto shall cover the liability arising out of any
  auto (including owned, hired and non-owned).   Automotive liability shall
  be written on ISO Form CA-00-11 (or a substitute form providing comparable
  coverage) and provide limits not less than $10,000,000 each accident.

            4.   Umbrella Excess Liability:  The limits of liability
  outlined in Items b and c may be satisfied by a combination of primary and
  umbrella liability coverages.

            5.    The insurance required by this Subparagraph A shall
  include contractual liability insurance applicable to the contractor's
  obligations.

                                 -23-

<PAGE>




            6.  The contractor or the Company shall purchase and maintain
  property insurance (including boiler and machinery insurance) upon the
  entire work constituting the Project Facilities at the site in the limits
  of the Afull insurable value@ of the work.  If the insurance obtained in
  compliance with this is builder's risk, coverage shall be written on a
  completed value form.

    Such insurance shall be with a company or companies against
  which the Board has no reasonable objection.  This insurance shall include
  the  interest  of  the  Board,  the  company,  the  contractor  and
  subcontractors/sub-subcontractors in the work constituting the Project
  Facilities and shall insure against the perils of fire and extended
  coverage and shall include Aall-risk@ insurance for physical loss or damage
  including, without duplication of coverage, theft, vandalism and malicious
  mischief.  If the Board is damaged by the failure of the contractor to
  maintain such insurance and to so notify the Board, then the contractor
  shall bear all reasonable costs properly attributable thereto, and if he
  fails so to do, the Company, as between the Board and the Company, shall
  bear such costs.  If not covered under the Aall-risk@ insurance or
  otherwise provided in the contract documents applicable to construction of
  the Project Facilities, the contractor or the Company shall effect and
  maintain similar property insurance on the work stored off the site or in
  transit when such portions of the work are to be included in an application
  for payment under the contract.  The Board and the Company shall be named
  as Aloss payees@ as their interest may appear on all policies and
  certificates.

            The Company and its contractors and subcontractors are also
  responsible for its construction tools and equipment, whether owned,
  leased, rented, borrowed or used at the project site.  The Company and the
  Company's contractors (of any tier) shall waive any right of claim for any
  loss or damage to its tools and equipment.

            7.  In order to protect the Board and the Company against any
  claims which may arise from operations under the construction contract(s),
  the Board and the Company shall be included as additional insureds on all
  policies of insurance along with a waiver of Subrogation in favor of the
  additional insureds.  All policies shall provide coverage on a primary
  basis without right of contribution of any insurance carried by the
  additional insureds.  These changes shall be endorsed to the policies and
  shall be stated on the certificate of insurance.

            8.   Certificates  of  Insurance  acceptable  to  the  Board
  evidencing existence of valid policies of insurance with coverages
  specified shall be filed with the Board prior to commencement of work on
  the Project Facilities.  These Certificates shall contain a provision that
  coverages afforded under the policies will not be cancelled until at least
  thirty (30) days' prior written notice has been given to the Board.

            9.   Each policy shall contain a clause to the effect that no
  material, adverse modification or change in the policy will be made, nor

                                        -24-

<PAGE>



  will such policy be cancelled, non-renewed, or expired without thirty (30)
  days' prior written notice to the Board and the Company, as evidenced by
  receipt of registered or certified mail.  When any certified insurance (due
  to the attainment of a normal expiration date or renewal date) shall
  expire, it is the responsibility of the contractor to supply to the Board
  and the Company updated replacement Certificates of Insurance that clearly
  evidence the continuation and scope of coverage as was supplied by the
  Certificates originally submitted.  The contractor shall furnish to the
  Board and the Company copies of any endorsements that are subsequently
  issued amending coverage or limits of any policies.

       B.   Property Insurance after Completion of Construction.

            The Company, at all times during the Term of this Ground Lease
  after Construction is completed on the Project Facilities, at the cost of
  the Company, shall maintain all risk coverage insurance on all buildings,
  premises and personal property (other than personal property owned or
  leased by the Company) located on or constituting the Project Facilities
   to the extent insurable in an insurance company or companies qualified and
  authorized under the laws of Kentucky in an amount equal to the full
  replacement value thereof.  All insurance policies shall contain loss
  payable endorsements in favor of the Board as its interest may appear
  hereunder.  The Company shall furnish to the Board Certificates of
  Insurance evidencing such coverages issued by the insurance Company(s)
  providing such policy(s) and further shall notify the Board in the event
  of cancellation of and/or change of insurance carriers providing such
  policy(s).

       C.   Liability Insurance - Company.

            1.  The Company shall, at its own expense, maintain with
  insurance underwriters satisfactory to the Board commercial general
  liability (CGL) insurance covering the Company and the Board, as their
  interests may appear, against claims for bodily injury, personal injury,
  death and property damage occurring on, in or about the Leased Premises or
  the Airport in the amount of the greater of (a) Ten Million Dollars
  ($10,000,000) or such amount as the Board may from time to time otherwise
  reasonably require) or (b) the amount of the maximum policy limits for the
  various liability coverages provided thereunder maintained by the Company
  from time to time in its discretion.

            2.  Such insurance shall provide coverages comparable to
  commercial general liability (CGL) insurance written on standard ISO
  occurrence form CG 00 01 10 96 (or a substitute form providing equivalent
  coverage) and shall cover liability arising from premises, operations,
  independent contractors, products-completed operations, personal injury and
  advertising injury and liability assumed under an insured contract.

            3.  If the Company in its operations uses motor vehicles or
  mobile equipment on the ramps, taxiways or runways of the Airport, the
  amount of the motor vehicle and mobile equipment liability insurance to be
  furnished by the Company shall contain the same policy limits as set forth

                                 -25-


<PAGE>


  above for CGL.  Motor vehicle insurance shall cover liability arising out
  of an auto (including owned, non-owned or hired autos) while on Airport
  premises.  Motor vehicle insurance shall provide coverage comparable to
  automobile liability insurance written on ISO form CA 00 01 (or a
  substitute form providing equivalent coverage).

            4.  Worker's Compensation and Employer's Liability:  The Company
  shall, at its own expense, procure its own worker's compensation and
  employer's liability insurance or be a qualified self-insurer as provided
  under the rules and regulations of the Commonwealth of Kentucky.

            5.  Unemployment Insurance:  The Company shall, at its own
  expense, maintain statutory unemployment insurance protection for all of
  its employees.

            6.  Additional Insureds:  All liability policies (except
  worker's compensation and unemployment insurance) shall include the Board
  and all of its respective officers, employees and agents as additional
  insureds.  The Board shall have no liability for any premiums charged for
  such coverage, and the inclusion of the Board as additional insured is not
  intended to, and shall not, make the Board a partner or joint venturer with
  the Company in the Company's operations at the Airport.

            7.  Evidence of Insurance:  The Company shall furnish the Board
  with certificates evidencing existence of valid policies of insurance with
  the coverage specified, which certificates shall state that the coverage
  shall not be amended so as to decrease the protection below the limits
  specified herein or be subject to cancellation without at least thirty (30)
  calendar days' advance written notice to the Board.  A renewal policy or
  renewal certificate shall be delivered to the Director at least thirty (30)
  calendar days prior to a policy's expiration date, except for any policy
  expiring on the expiration date of this Agreement or thereafter.

            8.  General Insurance Provisions:  The Company's insurance shall
  be primary and non-contributory with respect to any other insurance
  available to or for the benefit of the Board.  The Company's insurance
  provisions shall contain a severability of interest clause.  Any
  deductibles or retentions shall be noted on the Certificate(s) of Insurance
  evidencing such coverage.

       D.   Waiver of Subrogation.

            Each of the Board and the Company hereby releases the other from
  any and all liability or responsibility for any loss or damage to property
  caused by an insured fire or any other insured peril to the extent of any
  insurance proceeds received by the releaser, even if such fire or other
  casualty shall have been caused by the fault or negligence of the other
  party or anyone for whom such party may be responsible; provided, however,
  that the Board's and the Company's policies contain a clause or endorsement
  or policy wording to the effect that any such release shall not adversely
  affect or impair said policy or prejudice the right of the releaser to
  recover thereunder; provided further that each of the Board and the Company

                                        -26-

<PAGE>



  shall promptly notify the other party in the event of either cancellation
  or material change in such endorsement or policy wording.

                             SECTION XIV
                 DAMAGE AND DESTRUCTION, CONDEMNATION

       A.  In the event that all or any part of a discrete portion of the
  Project Facilities is destroyed in whole or in part or damaged by fire or
  other casualty, or title, or the temporary use thereof, shall be taken as
  a result or in anticipation of the exercise of the power of eminent domain,
  this Ground Lease shall not terminate.

       If the Company shall elect that the Project Facilities, or discrete
  portion thereof so damaged, destroyed or taken, not be reconstructed or
  reequipped, the Company shall at its expense:

            1.   Except as to the Project Facilities, or discrete portion
  thereof taken by eminent domain, remove the debris and  level the site as
  directed by the Board, and

            2.   To the extent practical and possible, replace and restore
  as directed by the Board any walls, doors or other connecting points of any
  facility or premise to which the Project Facilities or discrete portion
  thereof not reconstructed and re-equipped was attached or physically
  connected to their condition existing as of the effective date of this
  agreement, reasonable wear and tear excepted.

       B.  If the whole of the Leased Premises shall be taken by any public
  authority under the power of eminent domain, or if so much of the Leased
  Premises shall be taken by any such authority under the power of eminent
  domain so that the Company cannot continue to operate its business on the
  Leased Premises, then this Ground Lease shall cease and terminate as of the
  day possession shall be taken by such public authority and the rent shall
  be paid up to that day.  In the event of a partial taking of the Leased
  Premises by any public authority that does not cause the termination of
  this Ground Lease, the ground rental shall be adjusted based on the rate
  set forth in Article VI(A) and the remaining square feet of the Leased
  Premises.

                             SECTION XV
                    EVENTS OF DEFAULT AND REMEDIES

       A.   Events of Default Defined.  The following shall be "events of
  default" under this Ground Lease and the term "event of default" shall
  mean, whenever it is used in this Ground Lease, any one or more of the
  following events:

            1.   The Company shall fail to pay when due and owing any
  installment of rent, or any part thereof provided for in this Ground Lease,
  and such failure shall continue unremedied for a period of thirty (30)
  days; or


                                 -27-

<PAGE>



            2.   The Company shall fail to observe or perform any other of
  the Company's covenants, agreements or obligations hereunder (including,
  without limitation, the Company's obligation under Section XI hereof) other
  than those referred to in clause (1) set out above in this Section XV, and
  such failure shall continue unremedied for a period of sixty (60) days
  after the Board shall have given to the Company written notice specifying
  wherein the Company has failed to observe or perform any such covenant,
  agreement or obligation, plus such additional time as is reasonably
  required to correct any such failure if the Company has instituted
  corrective action within such sixty (60) day period and is diligently
  pursuing the same to completion; or

            3.   There shall occur the dissolution or liquidation of the
  Company, except that the Company may, without constituting an event of
  default, consolidate with or merge into another corporation or other entity
  or permit one or more other corporations or other entities to consolidate
  with or merge into it, or transfer or convey all or substantially all of
  its property, assets and licenses to another corporation or other entity
  but only on condition that the corporation or other entity resulting from
  or surviving such merger (if other than the Company) or consolidation or
  the corporation or other entity to which such transfer or conveyance is
  made shall (a) expressly assume in writing and agree to perform all of the
  Company's obligations hereunder, (b) be qualified to do business in the
  Commonwealth of Kentucky, and (c) if such corporation or other entity shall
  not be organized and existing under the laws of the United States of
  America or any state or territory thereof or the District of Columbia,
  deliver to the Board an irrevocable consent to service of process in and
  to the jurisdiction of the Courts of the Commonwealth of Kentucky with
  respect to any action or suit, in law or in equity, brought by the Board
  to enforce this agreement.  If the Company is the surviving corporation in
  such a merger, the express assumption referred to in the preceding sentence
  shall not be required; or

            4.   The Company shall file a voluntary petition or institute
  any proceeding under the United States Bankruptcy Code, either as such code
  now exists or under any amendment thereof which may hereafter be enacted,
  or under any act or acts, state or federal, dealing with or relating to the
  subject or subjects of bankruptcy or insolvency, or under any amendment to
  such act or acts either as bankrupt, or as an insolvent, or as a debtor,
  or in any similar capacity, wherein or whereby the Company asks, seeks or
  prays to be adjudicated a bankrupt, or to be discharged from the Company's
  debts or obligations, or offers to the Company's creditors to effect a
  composition or extension of time to pay the Company's debts, or asks, seeks
  or prays for a reorganization or to effect a plan of reorganization or for
  a readjustment of the Company's debts, or for any other similar relief; or
  any involuntary petition in bankruptcy or any other proceedings of the
  foregoing or similar kind or character shall be filed or be instituted or
  taken against the Company and shall not be dismissed for a period or ninety
  (90) days; or a custodian or receiver of the Company or of a substantial
  portion of the property or assets of the Company shall be appointed by any
  court and shall not be dismissed for a period of ninety (90) days; or the
  Company shall make a general assignment for the benefit of the Company's

                                        -28-

<PAGE>



  creditors or the Company shall enter into an agreement of composition with
  the Company's creditors; or the Company shall admit in writing its
  inability to pay its debts generally as they become due; or

            5.   The   Company   shall   abandon   or   vacate   all  or
  substantially all of the Leased Premises for a period of ninety (90) days,
  other than pursuant to and as permitted by Section XVI hereof.

            6.   The termination of the Lease Agreement for any reason.

                 The provisions of clauses (2) and (5) of this Section XV
  are subject to the following limitations:  if by reason of force majeure
  the Company is unable in whole or in part to carry out any of its
  agreements contained herein (other than its payment obligations contained
  in Section V hereof), the Company shall not be deemed in default during the
  continuance of such inability.  The term "force majeure" as used herein
  shall mean, without limitation, the following:  acts of God; strikes,
  lockouts or other industrial disturbances; acts of public enemies; orders
  or restraints of any kind of the government of the United States of America
  or of the Commonwealth of Kentucky or of any of their departments, agencies
  or officials, or of any civil or military authority; insurrections; riots;
  landslides; earthquakes; fires; storms; droughts; floods; explosions;
  breakage or accident to machinery, transmission pipes or canals; and any
  other cause or event not reasonably within the control of the Company. The
  Company agrees, however, if practicable, at reasonable cost (in the
  Company's judgment) and subject to the remaining terms hereof to remedy
  with all reasonable dispatch the cause or causes preventing the Company
  from carrying out its agreements, provided that the settlement of strikes,
  lockouts and other industrial disturbances shall be entirely within the
  discretion of the Company.

       B.   Remedies on Default by the Company.  Upon the occurrence of any
  event of default referred to above in Subsection A and at any time
  thereafter so long as the same shall be continuing the Board may, at its
  election, give the Company written notice of intention to terminate this
  agreement on a date specified in said notice, which date shall not be
  earlier than thirty (30) days after such notice is given, and if all events
  of default have not been cured on the date so specified and if curative
  action has not been commenced in accordance with clause (2) or (4) of
  Subsection A hereof, the Board may forthwith terminate this Ground Lease,
  but the Company shall be, and shall remain, liable for all sums then owing
  by the Company and for all Ground Lease rentals hereunder from such date
  of termination until the end of the then term of this Ground Lease, and the
  Board may then reenter and take possession of the Leased Premises as the
  Board's former estate, and the Company shall forthwith surrender possession
  of the Leased Premises.

            No waiver, expressed or implied, of default by the Board of any
  of the terms, covenants or conditions hereof to be performed, kept and
  observed by the Company shall be construed to be or act as a waiver of any
  subsequent default of any of the terms, covenants and conditions herein

                                 -29-

<PAGE>



  contained to be performed, kept and observed by the Company. The acceptance
  of rental or the performance of all or any part of this agreement by the
  Board for or during any periods after default of any of the terms,
  covenants or conditions herein contained to be performed, kept and observed
  by the Company shall not be deemed a waiver of any right on the part of the
  Board to cancel this agreement for failure by the Company to so perform,
  keep or observe any of the terms, covenants or conditions hereof to be
  performed, kept and observed.

       C.   Notice to Trustee; Right to Cure.  Any notice permitted or
  required to be given under this Section XV by the Board to the Company
  likewise shall be given by the Board to the  Trustee then serving under the
  Indenture. The Trustee may cure any default of the Company hereunder and
  a curing by the Trustee of an event of default by the Company shall be
  deemed a curing by the Company for purposes of this Ground Lease.

                                     SECTION XVI
                               TERMINATION BY COMPANY

       The Company may terminate this Ground Lease in the event that the
  Board shall fail to observe or perform any of the Board's covenants,
  agreements or obligations hereunder and such failure shall continue
  unremedied for a period of sixty (60) days after the Company shall have
  given to the Board written notice specifying wherein the Board has failed
  to observe or perform any such covenant, agreement or obligation, plus such
  additional time as is reasonably required to correct any such failure if
  the Board has instituted corrective action within such sixty (60) day
  period and is diligently pursuing the same to completion.  Notwithstanding
  the foregoing, in the event Bonds have been issued by the Board at the
  request of the Company for the financing of the Project Facilities, prior
  to termination of this Ground Lease and as a condition thereto, the
  Company, at its sole expense, must have made arrangements suitable to the
  Trustee for the redemption of all outstanding Bonds and payment of all
  costs in connection therewith.

            The provisions of this Section XVI are subject to the following
  limitations:  if by reason of  force majeure the Board is unable in whole
  or part to carry out any of its agreements contained herein, the Board
  shall not be deemed in default during the continuance of such inability.
  The term " force majeure" as used herein shall mean, without limitation, the
  following disturbances:  acts of public enemies; orders or restraints of
  any kind of the government of the United States of America or of the
  Commonwealth of Kentucky or of any of their departments, agencies or
  officials (other than the Board) or of any civil or military authority;
  insurrections; riots; landslides; earthquakes; fires; storms; droughts;
  floods; explosions; breakage or accident to machinery, transmission pipes
  or canals; and any other cause or event not reasonably within the control
  of the Board.  The Board agrees, however, if practicable, at reasonable
  cost (in the Board's judgment) and subject to the remaining terms hereof,
  to remedy with all reasonable dispatch the cause or causes preventing the
  Board from carrying out its agreements, provided that the settlement of


                                -30-

<PAGE>



  strikes, lockouts and other industrial disturbances shall be entirely
  within the discretion of the Board.

            No waiver, expressed or implied, of default by the Company of
  any of the terms, covenants or conditions hereof to be performed, kept and
  observed by the Board shall be construed to be or act as a waiver of any
  subsequent default of any of the terms, covenants and conditions herein
  contained to be performed, kept and observed by the Board. The payment of
  rentals, charges or fees or the performance of all or any part of this
  Ground Lease by the Company for or during any periods after default of any
  of the terms, covenants or conditions herein contained to be performed,
  kept, or observed by the Board shall not be deemed a waiver of any right
  on the part of the Company to cancel this Ground Lease as aforesaid for
  failure by the Board to so perform, keep or observe any of the terms,
  covenants or conditions hereof to be performed, kept and observed.


                             SECTION XVII
                      ASSIGNMENT AND SUBLETTING

       The Company shall not at any time assign this Ground Lease or any part
  thereof without the consent in writing of the Board, provided that the
  foregoing consent shall not be required as to the assignment of this Ground
  Lease or any rights hereunder to any corporation or entity with which the
  Company may merge or consolidate or which may succeed to the business or
  assets of the Company or a substantial part thereof, subject to compliance
  with Clauses (a) through (c) inclusive of Section XV, subsection A.,
  paragraph 3 above.  The Company shall not at any time sublet or underlet
  the Leased Premises or any part thereof without the written consent in
  writing of the Board, which consent shall not be unreasonably withheld.
   Any consent of the Board to an assignment of this Ground Lease or any
  rights hereunder or to any subletting or underletting of the Leased
  Premises shall further be given only subject to the following conditions:

       1.   The assignment or sublease shall not relieve the Company from
            liability of any of its obligations under this Ground Lease;

       2.  The Assignee or Sublessee, as applicable, shall assume in writing
            the obligations of the Company hereunder to the extent of the
            interest assigned or sublet;

       3.   The Company shall, at least thirty (30) days prior to any such
            assignment or sublease, provide the Board with written notice
            thereof and promptly, but in no event later than thirty (30)
            days after any such event, furnish or cause to be furnished to
            the Board a true and complete copy of the assignment or
            sublease; and

       4.  So long as any 1999 Series A bonds are outstanding, as such term
            is defined in the Indenture, the Board shall receive a Favorable
            Opinion of Bond Counsel (as said terms are defined in the
            Indenture) in respect to the proposed transaction.

                                 -31-

<PAGE>




                                    SECTION XVIII
                                    HOLDING OVER

       In the event the Company shall hold over and remain in possession of
          the Leased Premises after expiration of this agreement without any
  renewal thereof, such holding over shall not be deemed to operate as a renewal
  or extension of this agreement but shall only create a tenancy from month to
  month which may be terminated at any time by the Board.

                                     SECTION XIX
                                RULES AND REGULATIONS

       The Board shall have the right to and may adopt and enforce reasonable
  rules and regulations with respect to the use of the Airport and facilities
  thereon which the Company agrees to observe and obey.  Specifically, the
  Board shall have the right to and may adopt and enforce reasonable rules
  and regulations with respect to the use of the Leased Premises and the
  exercise by the Company of its rights hereunder in respect to the handling
  and storing of hazardous articles and materials, as the Board may determine
  is necessary under the provisions of Federal Aviation Regulations, Part
  139, or other regulations which from time to time may be enacted or become
  required by ruling or other enactment.

                                     SECTION XX
                                NO PERSONAL LIABILITY

       A.  No covenant, obligation or agreement of the Board shall be deemed
  to be a covenant, obligation or agreement of any present or future member,
  officer, agent or employee of the Board in other than his official
  capacity, and neither the members of the Board, any official nor any
  officer, agent or employee of the Board shall be subject to any personal
  liability or accountability by reason of the covenants, obligations or
  agreements of the Board contained in this Ground Lease.

       B.   No covenant, obligation or agreement of the Company shall be
  deemed to be a covenant, obligation or agreement of any present or future
  director, officer, agent or employee of the Company in other than his
  official capacity, and neither the directors of the Company nor any
  officer, agent or employee of the Company shall be subject to any personal
  liability or accountability by reason of the covenants, obligations or
  agreements of the Company contained herein.





                                     SECTION XXI
                     LEASEHOLD FINANCING AND RELATED PROVISIONS

       Leasehold Mortgage.  The Company shall not mortgage or otherwise
  encumber this Ground Lease except pursuant to a Leasehold Mortgage as

                                        -32-

<PAGE>



  defined in and meeting the terms and conditions set forth in this Section
  XXI.

       1.    Definitions.  For purposes of this Ground Lease, the term
  ALeasehold Mortgage@ shall mean a first mortgage lien to an Eligible
  Mortgagee with a term not longer than the term of this Lease, on all of the
  Company's right, title and interest under this Ground Lease, which mortgage
  has been approved by the Board pursuant to this Section XXI, and which does
  not exceed the greater of (i) undepreciated amount of improvements
  encumbered by such mortgage at the time such mortgage is entered into,
  calculated on a straight line basis and assuming a useful life of 37.9
  years or, if Bonds are issued to finance the Project Facilities, (ii) the
  final maturity date of principal of any Bonds issued, with the consent of
  the Board, to finance the Project Facilities.  The term AEligible
  Mortgagee@ shall mean the holder of any such Leasehold Mortgage, provided
  that such holder is either (A) an independent third party, an institutional
  lender, another lender unrelated to the Company or any related person of
  the Company or is a lender having a relationship with the Company apart
  from the loan but only to the extent that the Company demonstrates by a
  writing contemporaneous with the loan that such lender advanced funds for
  the purpose of constructing leasehold improvements and then only to the
  extent of such improvements or (B) in the case of the issuance of Bonds,
  a duly authorized financial institution having trust powers which is acting
  in a fiduciary capacity as Trustee for the Board and owners of an issue of
  Bonds approved by the Board, the proceeds of which will finance the Project
  Facilities, and in either case (i) has been approved by the Board in the
  Board's reasonable discretion, and (ii) has provided to the Board a
  statement of its name and address.

       2.  Consent to Leasehold Mortgage.   Any Leasehold Mortgage approved
  by the Board must be in favor of an Eligible Mortgagee, and shall be
  subject to the terms and conditions of this Ground Lease, including, but
  not limited to, the terms and conditions of this Section XXI.  The Board
  shall not, by virtue of any consent to a Leasehold Mortgage or otherwise,
  be deemed bound by any provision of the Leasehold Mortgage, anything herein
  or in the Leasehold Mortgage to the contrary notwithstanding.  In no event
  shall the Leasehold Mortgage be deemed to encumber the fee interest of the
  Board in the Leased Premises, but shall only involve the leasehold estate
  of the Company therein.  The terms and conditions of this Ground Lease
  shall control and supersede any provision of the Leasehold Mortgage that
  is inconsistent herewith.

       3.  Foreclosure.   Except as provided in clauses (3), (4) and (5) of
  this Section XXI, an Eligible Mortgagee shall have absolutely no right,
  whether pursuant to a foreclosure proceeding or otherwise, (i) to enforce
  by foreclosure or otherwise the Leasehold Mortgage, (ii) to convert or to
  require the Board to convert the Leased Premises or the Project Facilities
  to any use other than the qualified airport uses as expressly permitted by
  this Ground Lease, or (iii) to sell, assign or transfer or cause or permit
  to be sold, assigned and/or transferred at judicial foreclosure sale or
  otherwise, the right, title and/or interest of the Company in and under
  this Ground Lease to any person, firm or entity which has not been approved

                                 -33-

<PAGE>



  in writing by the Board in advance of any such sale, assignment and/or
  transfer.  Any such purported sale, assignment and/or transfer of this
  Ground Lease and/or the Company's right, title and/or interest herein and
  hereunder, whether pursuant to a judicial foreclosure proceeding or
  otherwise, in contravention of this Section XXI(3) shall be void and of no
  force and effect and shall give the Board the right to declare a default
  under this Ground Lease and to terminate this Ground Lease.  It shall be
  the obligation of the Eligible Mortgagee in any such judicial foreclosure
  sale to be the successful bidder.  Notwithstanding the foregoing, any
  Eligible Mortgagee acting as a Bond Trustee shall have the authority,
  obligation, duty and power to use its best efforts to relet and rerent the
  Project Facilities for the benefit of the owners of the Bonds and for the
  benefit of the Board, and to cure defaults, as may be provided in the
  applicable Leasehold Mortgage, which provisions shall and must include that
  any reletting be subject to (a) approval by the Board, which will not be
  unreasonably withheld, (b) receipt of an approving opinion of bond counsel
  as to no adverse effect on the tax exemption of the outstanding Bonds, and
  (c) qualification of any substitute and successor tenancy as an airport
  facility, under Section 142(A) of the Internal Revenue Code.

       4.   Leasehold Mortgage Default. The Eligible Mortgagee shall,
  contemporaneously with the delivery of same to the Company, deliver notice
  to the Board of any declaration of the Company's default under the terms
  and conditions of the Leasehold Mortgage, and thereafter (except in the
  case of a Bond Trustee which is an Eligible Mortgagee), in the event the
  Company's rights, titles and interests under this Ground Lease shall be
  transferred to the Eligible Mortgagee pursuant to the terms of the
  Leasehold Mortgage, the loan secured thereby, or otherwise, it is expressly
  agreed that the Eligible Mortgagee shall be deemed to have assumed, and
  shall be primarily obligated to the Board with respect to performance of,
  all obligations of the Company under this Ground Lease.

       5.   Right to Deal with Eligible Mortgagee.   Except as provided in
  clauses (3), (4), and (5) of this Section XXI, following receipt by the
  Board of written notice from the Eligible Mortgagee that (i) the Company
  has defaulted under the terms and conditions of the Leasehold Mortgage, and
  (ii) that the Eligible Mortgagee has exercised one or more of its remedies
  and succeeded to the interest of the Company under this Ground Lease, the
  Board shall thereafter be authorized to deal directly with the Eligible
  Mortgagee with respect to all right, title and interest of the Company
  under this Ground Lease.  The Company waives any and all rights it may have
  against the Board with respect to any and all dealings between the Board
  and Eligible Mortgagee relative to this Lease and pursuant to this clause
  5.

       6.   Additional Provisions.  Except as provided in clauses (3), (4),
  and (5) of this Section XXI, hereof,

            (i)  The Eligible Mortgagee may not sell, negotiate, assign or
  transfer the obligations secured by the Leasehold Mortgage to any other
  person or entity without first releasing its interest in the Leasehold
  Mortgage.  Any such actions shall be void and of no legal force and effect.

                                        -34-

<PAGE>




            (ii) The Eligible Mortgagee shall not in any event seek or
  obtain the appointment of a receiver for the Company and/or the Leased
  Premises or the Project Facilities, notwithstanding that the right to
  appointment of a receiver may be authorized under the terms of the
  Leasehold Mortgage, by statute or common law.  Any such actions shall be
  void and of no legal force and effect.

            (iii)    The Company shall provide the Board with a copy of any
  and each document executed in connection with the obligations secured by
  the Leasehold Mortgage.

            (iv) The Board and the Company may, without the consent or
  further joinder of Eligible Mortgagee, enter into any amendment(s) to this
  Ground Lease which in the sole opinion of the Board are necessary for safe
  and/or efficient Airport operations.

                               SECTION XXII
             CERTAIN COVENANTS WITH RESPECT TO BOND FINANCING

       The Company acknowledges that the Project Facilities may be financed
  by the Board at the request of the Company through the issuance of exempt
  facilities tax-exempt revenue bonds.  In order to comply with the
  requirements of Section 142 and other applicable provisions of the Code
  with respect to such Bonds, and to enable the Board to properly comply
  with the Code, the Company acknowledges, agrees and covenants as follows:

       A.   The Company cannot claim depreciation or an investment credit
  with respect to the Project Facilities and by the execution hereof makes
  an irrevocable election (binding on the Company and all successors in
  interest under this Agreement) not to claim depreciation or any investment
  credit with respect to the Project Facilities, which shall be binding on
  the Company and any assignee or sublessee of the Company.  The Company
  shall reaffirm such waivers in the Bond documentation.

       B.   The lease term (as defined in Section 168(i)(3) of the Code) of
  this Agreement is not more than 80 percent of the reasonably expected
  economic life of the Project Facilities (as defined under Section 147(b)
  of the Code.

       C.   The Company will have no option to purchase the Project
  Facilities.

       D.   In order to enable the Bonds to be issued, the Company, upon
  request by the Board, will provide to the Board, in such detail as is
  requested by or on behalf of the Board, information regarding the nature,
  identification, character, function and use of Project Facilities to be
  financed by the Bonds, the estimated or actual costs of the Project
  Facilities, the weighted average useful lives of the Project Facilities,
  and other related data, together with such certificates and legal opinions
  of the Company as may be so requested.


                                 -35-

<PAGE>



                                    SECTION XXIII
                                 GENERAL PROVISIONS

       A.   Rights Cumulative.  Each right of the parties hereto is
  cumulative and in addition to each of the other legal rights that a party
  may have in the event of a default of the other.

       B.  Captions.  The captions in this Ground Lease are for convenience
  or reference only and shall in no way define, limit or describe any of the
  provisions of this Ground Lease.

       C.  Nonwaiver of Rights.  No waiver of breach by either party of any
  of the terms, covenants, and conditions hereof to be performed, kept, and
  observed by the other party shall be construed as, or shall operate as, a
  waiver of any subsequent breach of any of the terms, covenants, or
  conditions herein contained, to be performed, kept, and observed by the
  other party.  No notice shall be required to restore time of the essence.

       D.  Notices.  Notices required herein may be given by registered or
  certified mail, return receipt requested, by depositing the same in the
  United States mail in the continental United States, postage prepaid.
  Either party shall have the right by giving written notice to the other,
  to change the address at which its notices are to be received.  Notices to
  the Board shall be addressed as follows:


  Director of Aviation
  Cincinnati/Northern Kentucky International Airport
  P. O. Box 752000
  Cincinnati, Ohio 45275-2000


  Notices to Company shall be addressed as follows:

  Mesaba Aviation, Inc.
  7501 26th   Avenue South
  Minneapolis, Minnesota 55450
  Attention: Vice President - Administration

  If notice is given in any other manner or at any other place, it will also
  be given at the place and in the manner specified above.

       E.  Severability.  In the event any covenant, condition or provision
  herein contained is held to be invalid by any court of competent
  jurisdiction, the invalidity of any such covenant, condition or provision
  herein contained will not affect the validity of any other covenant,
  condition or provision; provided that the validity of any such covenant,
  condition, or provision does not materially prejudice either the Board or
  Company in its respective rights and obligations contained in the valid
  covenants, conditions or provisions of this Ground Lease.



                                        -36-

<PAGE>



       F.  Agent for Service of Process.  It is expressly understood and
  agreed that if Company is not a resident of the Commonwealth of Kentucky,
  or is an association or partnership without a member or partner resident
  of said Commonwealth, or is a foreign corporation,  Company will appoint
  an agent for service of process in the Commonwealth of Kentucky.  Due to
  any failure on the part of said agent, or the inability of said agent to
  perform, or the Company's failure to appoint an agent when required,
  Company does hereby designate the Secretary of State, Commonwealth of
  Kentucky, its agent for the purpose of service of process in any court
  action between it and the Board arising out of or based upon this
  Agreement, and the service shall be made as provided by the laws of the
  Commonwealth of Kentucky for service upon a non-resident.  It is further
  expressly agreed, covenanted, and stipulated that, if for any reason,
  service of such process is not possible, and as an alternative method of
  service of process, Company may be personally served with such process out
  of this State by the registered mailing of such complaint and process to
  Company at the address set forth herein.  Any such service out of this
  State shall constitute valid service upon Company as of the date of
  mailing.  It is further expressly agreed that Company is amenable to and
  hereby agrees to the process so served, submits to the jurisdiction, and
  waives any and all objections and protests thereto, any laws to the
  contrary notwithstanding.

       G.  Waiver of Claims.  Company hereby waives any claim against the
  Board and its officers, agents, or employees caused by any suit or
  proceedings directly or indirectly attacking the validity of this Ground
  Lease or any part thereof, or by any judgment or award in any suit or
  proceeding declaring this Ground Lease null, void or voidable, or delaying
  the same or any part thereof from being carried out.

       H. Right to Develop Airport.  It is further covenanted and agreed that
  the Board reserves the right to further develop or improve the Airport and
  all landing areas and taxiways as it may see fit, regardless of the desires
  or views of Company and without interference or hindrance of same.  Nothing
  contained within this subparagraph H shall be construed, to limit and/or
  affect,  Company's rights in and to the Leased Premises demised hereunder
  or elsewhere to Company by the Board except as limited by the terms of the
  lease applicable to said premises.

       I. Incorporation of Exhibits.  All exhibits referred to in this Ground
  Lease are intended to be and hereby are specifically made a part of this
  Ground Lease.

       J. Incorporation of Required Provisions.  The parties incorporate
  herein by this reference all provisions lawfully required to be contained
  herein by any governmental body or agency.

       K.  Relationship of Parties.  Nothing contained herein shall be deemed
  or construed by the parties hereto, or by any third party, as creating the
  relationship of principal and agent, partners, joint venturers, or any
  other similar such relationship.  The parties shall understand and agree
  that neither the method of payment provided for hereunder, nor any other

                                 -37-

<PAGE>



  provision contained herein, nor any acts of the parties hereto creates a
  relationship other than the relationship of Company as permittee of the
  Board.

       L. Liability of Agents or Employees.  No officer, agent, or employee
  of the Board or Company shall be charged personally or held contractually
  liable by or to the other party under the provisions of this Ground Lease
  or because of any breach thereof or because of its or their execution or
  attempted execution.

       M. Successors and Assigns Bound.  This Ground Lease shall be binding
  upon and inure to the benefit of the successors and assigns of the parties
  hereto, where permitted by this Ground Lease.

       N. Right to Amend.  In the event that the Federal Aviation
  Administration or its successors requires modifications or changes in this
  Ground Lease as a condition precedent to the granting of funds for the
  improvement of the Airport, or otherwise, Company agrees to consent to such
  amendments, modifications, revisions, supplements, or deletions of any of
  the terms, conditions, or requirements of this Ground Lease as may be
  reasonably required.

       O. Representative of the Board.  The Director of Aviation shall be
  designated as the official representative of the Board in all matters
  pertaining to this Ground Lease and shall have the right and authority to
  act on behalf of the Board with respect to all action required of the Board
  in this Ground Lease.

       P. Governing Law.  This Ground Lease is governed by the laws of the
  Commonwealth of Kentucky.  Any disputes relating to this Ground Lease must
  be resolved in accordance with the laws of Kentucky.

       Q. Writing Required.  Neither this Ground Lease nor any term or
  provision hereof may be changed, waived, discharged, or terminated orally
  but only by an instrument in writing signed by both parties.

       R.   Federal Aviation Act.  Nothing herein contained shall be deemed
  to grant the Company any exclusive right or privilege within the meaning
  of Section 308 of the Federal Aviation Act.

       S.   Subordination.  This Ground Lease is subject and subordinate to
  the provisions of any agreement heretofore or hereafter made between the
  Board and the United States Government relative to the financing,
  operation, or maintenance of the Airport, the execution of which has been
  required as a condition precedent to the transfer of rights, money or
  property to the Board for Airport purposes, or the acquisition or
  expenditure of funds for the improvement or development of the Airport,
  including the expenditure of federal funds for the development of the
  Airport.

       T.   The Company represents that it has carefully reviewed the terms
  and conditions of this Ground Lease, is familiar with such terms and

                                        -38-

<PAGE>



  conditions and agrees faithfully to comply with the same to the extent to
  which said terms and conditions apply to its activities as authorized and
  required by this Ground Lease.

                             SECTION XXIV
                           ENTIRE AGREEMENT

       The parties hereto understand and agree that this instrument contains
  the entire Ground Lease between the parties. The parties further understand
  and agree that neither party nor its agents have made representations or
  promises with respect to this Ground Lease except as expressly set forth
  herein and that no claim or liability shall arise for any representations
  or promises not expressly stated in this Ground Lease.  Any other writing
  or parol agreement with the other party being expressly waived.

                             SECTION XXV
              SUCCESSORS AND ASSIGNS BOUND BY COVENANTS

       All covenants, stipulations and agreements in this agreement shall
  extend to and bind the legal representatives, successors and assigns to the
  respective parties hereto.
                             SECTION XXVI
                       MEMORANDUM OF AGREEMENT

       The Company or the Board may have this agreement placed of record.
  In addition, the parties shall at any time hereafter at the request of the
  Company promptly execute duplicate originals of an instrument, in
  recordable form, which shall constitute a short form of this agreement,
  setting forth a description of the Leased Premises, the Term of this Ground
  Lease and any portion thereof that the Company may request.

                            SECTION XXVII
                             COUNTERPARTS

       This agreement may be executed in any number of counterparts each of
  which shall be an original with the same effect as if the signatures
  thereto and hereto were upon the same instrument.
















                                 -39-


<PAGE>



       IN WITNESS WHEREOF, the parties have caused this agreement to be
  executed by their duly authorized officers and their respective seals to
  be hereunto affixed the day and year first written above.



                                        KENTON COUNTY AIRPORT BOARD



                                        By:_____________________________
          ATTEST:                            Gary R. Bockelman, Chairman




          _______________________
          Sheila R. Hammons
          Secretary-Treasurer
          COMMONWEALTH OF KENTUCKY
          COUNTY OF BOONE

       On this 20 day of September, in the year 1999, before me, Wilbert  L.
  Ziegler, a Notary Public in and for the County and State aforesaid,
  personally appeared Gary R. Bockelman known to me to be the Chairman of the
  Kenton County Airport Board, one of the corporations that executed the
  within instrument; and he acknowledged to me that such corporation executed
  the same.


                                        _____________________________
                                        NOTARY PUBLIC
                                        My commission expires: 10/8/2002
                                        My jurisdiction is: Kentucky

















                                        -40-


<PAGE>




                                MESABA AVIATION, INC.



                                By:________________________

                                Its: Chief Executive Officer
   ATTEST:



  _______________________



  STATE OF Minnesota

  COUNTY OF Hennepen

       On this 15th day of September, in the year 1999, before me, a Notary
  Public of such State, duly commissioned and sworn, personally appeared John
  S. Fredericksen, known to me to be the Chief Executive Officer of MESABA
  AVIATION, INC. and he/she acknowledged to me that such corporation executed
  the within instrument pursuant to its by-laws or a resolution of its board
  of directors.

       IN WITNESS WHEREOF, I have hereunto set my hand and official seal the
  day and year in this Certificate first above written.


                                     ______________________________
                                     NOTARY PUBLIC
                                     My commission expires:1-31-2000
                                     My jurisdiction is: Minnesota




















                                 -41-