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                               TERM SHEET PROPOSAL
                   FOR THE ACQUISITION OF SAAB 340 AIRCRAFT BY
                              MESABA AVIATION, INC.


BUYER/SUBLESSEE:    Mesaba Aviation, Inc. ("Mesaba")

SELLER:             Saab Aircraft of America, Inc. ("SAAI")

SUBLESSOR:          Fairbrook Leasing, Inc. ("FLI")

POTENTIAL ASSIGNEE: Northwest Aircraft Inc. ("NAI")

NAI GUARANTOR:      Northwest Airlines, Inc. ("NWA")

FIRM AIRCRAFT:      Thirty (30) new Saab 340BPLUS aircraft ("New Aircraft") and
twenty (20) used Saab 340A aircraft ("340A Aircraft")

OPTION AIRCRAFT:    Ten (10) new Saab 340BPLUS aircraft ("Option New Aircraft"),
and twelve (12) used Saab 340A aircraft ("Option 340A Aircraft")

                                     SUMMARY

     SAAI proposes to sell thirty (30) New Aircraft to Mesaba, in six (6)
"Groups" of five (5) aircraft each.  Mesaba will also acquire options for ten
(10) Option New Aircraft, in two (2) Groups of five (5) aircraft each.  FLI 
will provide, and Mesaba will utilize, sublease financing for all Groups 
(except that for one Group in 1997 and one Group in 1998, Mesaba may elect to 
purchase the Aircraft from SAAI for a fixed price, and may, at its option, 
then utilize debt financing to be arranged by FLI.)

     FLI proposes to sublease twenty (20) 340A Aircraft to Mesaba, subject to
existing subleases.  Mesaba will also acquire options for twelve (12) Option
340A Aircraft.

     Under certain circumstances, Mesaba may assign to NAI its rights to
purchase, sublease or debt-finance Aircraft.

                          NEW AIRCRAFT COMMERCIAL TERMS

DOCUMENTATION:         The primary agreement is the Saab 340B Aircraft
                       Acquisition Agreement dated as of March 1, 1996 between
                       Mesaba and SAAI (the "Acquisition Agreement"), as
                       supplemented by ten "Exhibits" and four "Letter
                       Agreements".

SPECIFICATION:         Thirty (30) New Aircraft, built to Saab 340B Type
                       Specification 72PJS0329, Revision D dated August 1995
                       (Exhibit B), with the optional equipment selected by
                       Mesaba and listed in Exhibit C, including active noise
                       system, cold weather kit, leather seat covers,



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supplementary cabin cooling and heating systems, TCAS II and the Universal
global positioning system ("GPS").  Until certification for factory 
intallation (expected before January 1, 1997) is obtained, New Aircraft will 
be completely provisioned for the Universal GPS, and SAAI will supply to 
Mesaba, at no additional cost to Mesaba, the components for Mesaba to install 
post-delivery.

DELIVERY SCHEDULE:     To be determined, based on the provisions of Annex 1.

DELIVERY LOCATION:     Mesaba's facility in either Minneapolis, Minnesota or
                       Detroit, Michigan, as specified by Mesaba for any
                       particular New Aircraft or Option New Aircraft.  Mesaba
                       shall indemnify SAAI for any state and local sales and
                       use taxes.  Mesaba shall provide positive space travel
                       back to Sweden for three (3) crew members who deliver
                       each Aircraft.

PRICING:               The purchase price for each New Aircraft is * .  Mesaba
                       will pay SAAI Advance Payments of * per New Aircraft
                       upon the signing of this Term Sheet, and an additional
                       * per New Aircraft upon execution and delivery
                       of the Acquisition Agreement, for a total of * in Advance
                       Payments per New Aircraft and an aggregate Advance
                       Payment for New Aircraft of *.

METRO III
TRADE-INS:             An affiliate of SAAI will assume the operating lease 
                       payment obligations for the * Metro III aircraft operated
                       by Mesaba and identified in Letter Agreement No. 1, * .

SPARE PARTS
CREDITS:               As more fully described in Letter Agreement No. 2, on 
                       the date the Acquisition Agreement becomes fully 
                       effective, SAAI will grant Mesaba Spare Parts Credits in
                       the aggregate amount of * , applicable toward the 
                       purchase of aircraft and propeller spare parts from 
                       SAAI, and available for Mesaba's use as described in 
                       Letter Agreement No. 2.  If Mesaba has not taken 
                       delivery of all thirty (30) New Aircraft and all       
                       twenty (20) 340A Aircraft by December 31, 1998, then   
                       SAAI will cancel Spare Parts Credits in the amount of  
                        * for each such undelivered Aircraft.


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* Confidential portions omitted and filed separately with the Commission 
  pursuant to a confidential treatment request.

                                        2

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                       *
SPARE PARTS 
DISCOUNT:              Mesaba shall be entitled to a discount of * off the 
                       standard catalog list price for the purchase of 
                       spare parts (including propeller spare parts) from SAAI,
                       as provided in Letter Agreement No. 2, Paragraph 2.

*


TRAINING:              The training programs for pilots and mechanics 
                       described in Exhibit G, Section 4 will be provided for 
                       up to * of Mesaba's pilots (the initial training cadre)
                       and up to * of Mesaba's mechanics, and SAAI will also 
                       provide Mesaba, at *, with fifteen (15) hours of 
                       simulator time (with Mesaba instructor) for each of up 
                       to * of Mesaba's pilots, all as stated in Letter 
                       Agreement No. 2, Paragraphs 5 and 6.  In addition, 
                       SAAI will provide, at no additional charge, flight 
                       attendant training *, and will provide information on 
                       the Saab 340 aircraft in support of Mesaba's development
                       of its own training materials.

*




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* Confidential portions omitted and filed separately with the Commission
  pursuant to a confidential treatment request.


                                        3

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                       *

PARTS LEASES:          SAAI and Mesaba will agree on a list of insurance 
                       spare parts with a value not to exceed * (the "Lease 
                       Spares").  Subject to requirements of other Saab 340 
                       operators from time-to-time, SAAI agrees to keep the 
                       Lease Spares on hand at its U.S. facility.  During the 
                       first ten (10) years after the Delivery Date of the 
                       first 340A Aircraft to Mesaba, should Mesaba need to 
                       lease one or more of the Lease Spares to cover a 
                       temporary requirement, SAAI will provide such Lease 
                       Spares (if available) on lease at *.


TECH REPS:             Notwithstanding Section 2.a of Exhibit G, SAAI agrees to
                       assign and locate one (1) Field Technical Representative
                       each at Mesaba's Detroit and Minneapolis facilities, 
                       each for * from the commencement of Saab 340 
                       operations at such facility.  Thereafter for *, SAAI
                       agrees to assign one (1) Field Technical 
                       Representative to Mesaba, for a total commitment of *.

*

OPTION NEW
AIRCRAFT:              As more fully described in Letter Agreement No. 4, ten
                       (10) new Saab 340BPLUS aircraft built to the same
                       specification as the New Aircraft, with the same optional
                       equipment.  The purchase price is *


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* Confidential portions omitted and filed separately with the Commission
  pursuant to a confidential treatment request.


                                        4

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                       *

OPTION TERMS:          Mesaba will pay SAAI * Option Fee of * to be paid upon
                       the signing of this Term Sheet and * upon the execution
                       and delivery of the Acquisition Agreement, for an
                       aggregate Option Fee for Option New Aircraft of *.
                       Mesaba must exercise its option to purchase the Option
                       New Aircraft on or before December 31, 1998.  The first
                       Option New Aircraft will be delivered in the month that
                       is nine (9) months after the month following Mesaba's
                       exercise of its option, with the remaining delivery
                       schedule to be mutually agreed, but at a rate not to
                       exceed a total of two (2) Option New Aircraft and Option
                       340A Aircraft per month.  Mesaba must pay SAAI an Advance
                       Payment of * at the time it exercises its option to
                       purchase each Option New Aircraft.

                    NEW AIRCRAFT FINANCING OPTIONS AND TERMS

DOCUMENTATION:         The primary agreement is the Financing Agreement for Saab
                       340A and 340B Aircraft dated as of March 1, 1996 between
                       Mesaba and FLI  (the "Financing Agreement"), which is
                       supplemented by seven  Exhibits, among which are the
                       agreed forms of lease and sublease for New Aircraft 
                       and Option New Aircraft (each referred to below, for
                       convenience only, as a "Sublease").  The following is 
                       a summary of selected elements of the Financing
                       Agreement that apply to New Aircraft and Option New
                       Aircraft: 


COMMITMENTS OF
FLI AND MESABA:        FLI shall provide, and Mesaba shall utilize the Sublease
                       financing described more fully in Section 5(a), for all
                       Groups of New Aircraft and Option New Aircraft, unless it
                       notifies FLI at least ninety (90) days in advance of 
                       the scheduled delivery month of the first New Aircraft 
                       or Option New Aircraft in such Group that it elects 
                       to  purchase the Aircraft in that Group from SAAI as   
                       provided in the Acquisition Agreement; but (as 
                       described in Letter Agreement No. 4, Paragraph 3) 
                       Mesaba may elect to so purchase no more than one of    
                       Groups 2, 3 and 4 and no more than one of Groups 5, 6,
                       7 and 8.



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* Confidential portions omitted and filed separately with the Commission
  pursuant to a confidential treatment request.


                                        5

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DEBT FINANCING:        If Mesaba does elect to so purchase a Group, then it may
                       also require FLI to provide or arrange senior secured
                       debt financing or leveraged lease debt financing for all
                       Aircraft in such Group, as more fully described in
                       Section 5(b). *

TERM OF SUBLEASES:     The term of each Sublease will be seventeen (17) years;
                       at FLI s option such term for any Aircraft may be
                       increased by the addition of a  stub period of up to
                       three (3) months between its delivery and the
                       commencement of a permanent Sublease.

BASIC RENT:            For New Aircraft, Basic Rent will be *  For Option New
                       Aircraft, Basic Rent shall be *

                          340A SUBLEASE FINANCING TERMS

DOCUMENTATION:         The primary agreement is the Financing Agreement.  The
                       Sublease for each 340A Aircraft and Option 340A Aircraft
                       shall be in the form of Exhibit D to the Financing
                       Agreement, subject to changes (as provided in Section
                       5(a)(v)) required for conformance with the Head Lease in
                       effect with respect to such Aircraft.  The following is a
                       summary of selected elements of the Financing Agreement
                       that apply to 340A Aircraft and Option 340A Aircraft:

COMMITMENTS OF
FLI AND MESABA:        As more fully described in Sections 3(a) and 4, FLI shall
                       deliver to Mesaba, and Mesaba shall sublease from FLI,
                       twenty (20) 340A Aircraft, and Mesaba will pay FLI, upon
                       the signing of this Term Sheet, * , for a total of * , in
                       Advance Payments.

SPECIFICATION:         As more fully described in Annex 2 hereto (which
                       supersedes Exhibit C to the draft



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* Confidential portions omitted and filed separately with the Commission
  pursuant to a confidential treatment request.


                                        6

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                       Financing Agreement), the 340A Aircraft will be
                       configured with 34 seats, forward galley and aft
                       lavatory, with cold weather kit, leather seat covers,
                       TCAS II and supplementary cabin heating system. (Section
                       3(d)).  *

DELIVERY SCHEDULE:     To be determined, based on the provisions of Annex 1.

DELIVERY LOCATION:     At the facility where each Aircraft has been refurbished
                       or  another, mutually agreed location so as to minimize
                       the tax  impact of such delivery.  Mesaba shall indemnify
                       FLI for any state and local sales or use taxes.  Mesaba's
                       pilots shall ferry each Aircraft from the refurbishment
                       facility to the delivery location and then to Mesaba's
                       operations base, but FLI will assist Mesaba by providing
                       pilots for as  many as the first three (3) deliveries,
                       until Mesaba has trained sufficient pilots on the Saab
                       340 to reasonably accommodate such delivery flights.

TERM OF SUBLEASES:     At FLI's option, and depending on the remaining term of
                       the applicable Head Lease, the term of each Sublease will
                       be between 72 and 96 months (Section 5(a)(ii)), *

BASIC RENT:            *

OPTION 340A
AIRCRAFT:              As many as twelve (12) Option 340A Aircraft, offered in
                       an initial set of five (5) aircraft ("Group A") and a
                       second set of seven (7) aircraft ("Group B").  The Option
                       340A Aircraft will have the same specification, Sublease
                       term and Basic Rent as the 340A Aircraft.  The earliest
                       delivery date for the first Option 340A Aircraft will be
                       in the month after the scheduled delivery month of the 
                       30th New Aircraft (and no sooner than * after the 
                       month in which the option was exercised), with 
                       remaining delivery schedule to be mutually agreed, 
                       but at a rate not to exceed two (2) Option New 
                       Aircraft and Option 340A Aircraft per month, subject, 
                       only in the case of Group B Option 340A Aircraft, to 
                       such aircraft being "Available" as defined in Section 
                       3(a) of the Financing Agreement.


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* Confidential portions omitted and filed separately with the Commission
  pursuant to a confidential treatment request.


                                        7

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                       The option to sublease either Group must be exercised no
                       later than December 31, 1998.  The option to sublease
                       Group B cannot be exercised unless Mesaba has also
                       exercised its option to acquire all of the Option New
                       Aircraft.


         RIGHTS ASSIGNABLE TO NORTHWEST AIRCRAFT AND NORTHWEST AIRLINES

PURCHASE RIGHTS:       Mesaba shall have the right to assign to NAI its right to
                       purchase New Aircraft and Option New Aircraft under the
                       Acquisition Agreement (as limited by the provisions of
                       Letter Agreement No. 3, Paragraph 1).

NEW AIRCRAFT
SUBLEASE FINANCING:    As more fully described in Section 5(a)(vi) of the
                       Financing Agreement, on ninety (90) days notice as
                       provided in Section 5(c), Mesaba may assign to NAI its
                       right to take delivery of any Group of Aircraft under
                       Sublease financing, if NWA fully guarantees NAI's
                       obligations and NAI assumes all of Mesaba's obligations,
                       *

REVERSE ASSIGNMENT
RIGHT:                 NAI shall have the one-time right under each Sublease of
                       a New Aircraft or Option New  Aircraft to assign such
                       Sublease to Mesaba, if Mesaba assumes all of NAI's
                       obligations.  *

NEW AIRCRAFT
DEBT FINANCING:        As more fully described in Section 5(b)(iv), on ninety
                       (90) days notice (as provided in Section 5(c)), Mesaba
                       may assign to NAI its right to take delivery of any Group
                       subject to a debt financing described in Section 5(b), if
                       NWA fully guarantees NAI's obligations and NAI assumes
                       all of Mesaba's obligations.

340A SUBLEASE
FINANCING:             As more fully described in Section 5(a)(vii), Mesaba may
                       assign all of its 340A Aircraft Subleases and the right
                       to acquire as yet undelivered 340A Aircraft to NWA in the
                       event the Airline Services Agreement between Mesaba and
                       NWA is not renewed before March 31, 1997, if NWA assumes
                       all of Mesaba's obligations.



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* Confidential portions omitted and filed separately with the Commission
  pursuant to a confidential treatment request.


                                        8

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                       TERMS APPLICABLE TO ALL FINANCINGS

*


SUBORDINATION:         As more fully described in Section 5(a)(iv) of the
                       Financing Agreement, any sublease from FLI to Mesaba, NA
                       or NWA shall be subject and subordinate to any applicable
                       Head Lease.

MODIFICATIONS:         As more fully described in Section 5(a)(v), Mesaba will
                       cooperate with FLI in structuring a lease-in-lease-out
                       transaction for New Aircraft or Option New Aircraft and
                       in modifying the form of Sublease (Exhibit D to the
                       Financing Agreement) for 340A Aircraft and Option 340A
                       Aircraft so the Sublease will not conflict with the Head
                       Lease in effect with respect to such Aircraft.

ADMINISTRATIVE
QUIET ENJOYMENT:       As provided in Section 4(b) of the form of Sublease
                       (Financing Agreement Exhibit D).

HEAD LEASE
PASSTHROUGH:           As described in Section 24 of the form of Sublease
                       (Exhibit D to the Financing Agreement), FLI will pass
                       through to Mesaba such EBO * and renewal rights as it 
                       negotiates with the Head Lessor.  FLI also agrees to 
                       pass through to Mesaba the return conditions it 
                       negotiates with the Head Lessor *; FLI will endeavor 
                       to obtain provisions in the Head Lease to the effect 
                       that major conponents that are covered by "power-by 
                       the-hour" agreements automatically satisfy return 
                       conditions for such components if such agreements are 
                       current and in good standing, subject to the 
                       agreement of each affected vendor.

SPARE PARTS LIEN:      As more fully provided in Section 5(f), Mesaba shall 
                       grant FLI a first priority security interest in all 
                       spare parts for Saab aircraft provided hereunder or 
                       acquired through application of Spare Parts Credits, 
                       to secure Mesaba's obligations under all financings 
                       through 2005.



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* Confidential portions omitted and filed separately with the Commission
  pursuant to a confidential treatment request.


                                        9

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               CONDITIONS PRECEDENT AND EFFECT OF THIS TERM SHEET

DOCUMENTATION:         1. The Acquisition Agreement
                       2. Letter Agreements Nos. 1 through 4
                       3. The Financing Agreement
                       4. Letter Agreement Dated March 7, 1996 between Saab 
                          Aircraft AB and Mesaba.

CONDITIONS
PRECEDENT:             None of the above-listed agreements shall be effective
                       unless and until (1) all such agreements have been signed
                       by each party thereto and delivered to all respective
                       counterparties, (2) SAAI shall have received the Advance
                       Payments * for the New Aircraft and the Option Fee * for
                       the Option New Aircraft, (3) FLI shall have received the
                       Advance Payments * for the 340A Aircraft and the Option
                       Fee * for the Option 340A Aircraft and (4) NWA shall have
                       approved the transactions contemplated by such final
                       documentation.  In the event that one or more of these
                       conditions precedent shall not have been either satisfied
                       or waived by the party to receive such signed document or
                       payment, then all payments shall be immediately
                       refundable to Mesaba.
EFFECT OF THIS
TERM SHEET:            By signing this Term Sheet, SAAI, FLI and Mesaba evidence
                       their agreement to negotiate, execute and deliver
                       definitive documentation in substantially the form and
                       substance of the 2/18/96 drafts of the above-listed
                       documents no later than April 15, 1996; provided,
                       however, that in the event of any conflict between the
                       terms set forth in this Term Sheet and any such draft,
                       the terms set forth in this Term Sheet shall prevail.

VALIDITY AND LAW:      This Term Sheet is to be governed in all respects by the
                       laws of the State of New York, including all matters of
                       construction, validity and performance.  It shall not be
                       effective unless and until (1) it has been signed by and
                       delivered to each other party, (2) SAAI shall have
                       received * Advance Payments for the New Aircraft * the
                       Option Fee for the New Aircraft * , (3) FLI shall have
                       received the Advance Payments * for the 340A Aircraft *
                       Option Fee for the Option 340A Aircraft, all on or before
                       March 7, 1996.  It shall be null and void if on or before
                       March 7, 1996, (1) either FLI or SAAI notifies Mesaba in
                       writing that the Board of Directors of Saab Aircraft AB
                       has



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* Confidential portions omitted and filed separately with the Commission
  pursuant to a confidential treatment request.


                                       10

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failed to approve the transactions contemplated hereby or (2) Mesaba notifies
both SAAI and FLI that its Board of Directors has failed to approve the
transactions contemplated hereby.

PUBLICITY:             All of the information and content of this Term Sheet
                       (specifically including, without limitation, Basic Rent
                       provisions) shall remain confidential until all three
                       parties agree otherwise.  SAAI and FLI acknowledge the
                       importance of confidentiality in light of the status of
                       Mesaba's parent company, Mesaba Holdings, Inc., as a
                       publicly-traded company.  Mesaba recognizes the
                       difficulty of such information remaining secret, and
                       agrees to authorize a press release as soon as possible
                       after its Board approval of the transaction is obtained.
                       Mesaba agrees to permit SAAI and FLI to review and
                       comment in advance any proposed public disclosures
                       involving information about the transactions contemplated
                       by this Term Sheet and the Documents listed above.


Signed on March 7, 1996.

Mesaba Aviation,           Fairbrook Leasing,        Saab Aircraft of
Inc.                       Inc.                      America, Inc.


By: /s/ Bryan K. Bedford   By: /s/ Henrik Schroder   By: /s/ Mark D. Pugliese
    --------------------       -------------------       --------------------
Bryan K. Bedford           Henrik Schroder           Mark D. Pugliese
President and CEO          President and CEO         Executive Vice President
                                                     and General Counsel


                           By: /s/ Gena H. Laurent   By: /s/ Steven M. Wallace
                               -------------------       ---------------------
                           Gena H. Laurent           Steven M. Wallace
                           Assistant Vice            Vice President -
                           President                 Product Support

                                       11



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                                                                         ANNEX 1

                       DETERMINATION OF DELIVERY SCHEDULE
                       FOR NEW AIRCRAFT AND 340A AIRCRAFT


The thirty (30) New Aircraft and twenty (20) 340A Aircraft shall be delivered
commencing May 1996 and continuing through May 1998.  Subject to the following
constraints, SAAI shall determine the mix of New Aircraft and 340A Aircraft for
each calendar quarter at least three (3) months in advance of each quarter:

1.  Two Aircraft will be delivered each month.

2.  No more than five (5) New Aircraft will be delivered in 1996.

3.  No New Aircraft will be delivered before September 1996.

4.  No New Aircraft will be delivered in any July.

5.  By the end of 1997, at least seventeen (17) New Aircraft will be delivered.

6.  SAAI and Mesaba will cooperate with each other, particularly during the
early part of the delivery cycle, in establishing delivery dates and
accommodating each other's reasonable requests for flexibility.

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                                                                         ANNEX 2

                             SAAB 340A CONFIGURATION

Interior Panel Refurbishment
New Carpeting
Leather Seat Covers
New Exterior Paint
Interchangeability of Propellers
WEU to Mod. 5
EFIS Fan SB
ACT Inlet Connectors
Lucas Brushes for Generators
C-Check and Structural Inspections
Cold Weather Kit
Supplementary Heating
TCAS II
34 Passenger Seats
Forward Galley
Aft Lavatory