Intrust Bank

PROMISSORY NOTE
Principal$1,900,000.00~
Loan Date01-30-1998~
Maturity01-30-1999~
Loan No.32473~
Call04A0~
~

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CollateralA5
AccountN-189033
Initial Rate
8.500 %
OfficerJJL
InitialsJL






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Borrower: Vanguard Airlines, Inc.  Lender:  INTRUST Bank, N.A.
          7000 Squibb Rd                     P.O. Box One
          3rd Floor                          106 N. Main
          Mission, KS 66202                  Wichita, KS 67201


PROMISE TO PAY.  Vanguard Airlines, Inc. ("Borrower") promises to
pay to INTRUST Bank, N.A. ("Lender"), or order, in lawful money
of the United States of America, the principal amount of One
Million Nine Hundred Thousand & 00/100 Dollars ($1,900,000.00) or
so much as may be outstanding, together with interest on the
unpaid outstanding principal balance of each advance.  Interest
shall be calculated from the date of each advance until repayment
of each advance.

PAYMENT.  Borrower will pay this loan in one payment of all
outstanding principal plus all accrued unpaid interest on January
30, 1999.  In addition, Borrower will pay regular monthly
payments of accrued unpaid interest beginning February 28, 1998,
and all subsequent interest payments are due on the same day of
each month after that.  The annual interest rate for this Note is
computed on a 365/360 basis; that is, by applying the ratio of
the annual interest rate over a year of 360 days, multiplied by
the outstanding principal balance, multiplied by the actual
number of days the principal balance is outstanding.  Borrower
will pay Lender at Lender's address shown above or at such other
place as Lender may designate in writing.  Unless otherwise
agreed or required by applicable law, payments will be applied
first to accrued unpaid interest, then to principal, and any
remaining amount to any unpaid collection costs and late charges.

VARIABLE INTEREST RATE.  The interest rate on this Note is
subject to change from time to time based on changes in an
independent index which is the Prime Rate as published in the
Wall Street Journal Southwest Edition (the "Index").  The Index
is not necessarily the lowest rate charged by Lender on its
loans.  If the Index becomes unavailable during the term of this
loan, Lender may designate a substitute index after notice to
Borrower, Lender will tell Borrower the current Index rate upon
Borrower's request.  Borrower understands that Lender may make
loans based on other rates as well.  The interest rate change
will not occur more often than each day on the day the index
changes.  The Index currently is 8.500% per annum. The interest
rate to be applied to the unpaid principal balance of this Note
will be at a rate equal to the Index, resulting in an initial
rate of 8.500% per annum.  NOTICE: Under no circumstances will
the interest rate on this Note be more than the maximum rate
allowed by applicable law.

PREPAYMENT.  Borrower may pay without penalty all or a portion of
the amount owed earlier than it is due.  Early payments will not,
unless agreed to by Lender in writing, relieve Borrower of
Borrower's obligation to continue to make payments of accrued
unpaid interest.  Rather, they will reduce the principal balance
due.

LATE CHARGE.  If a payment is 10 days or more late, Borrower will
be charged 5.000% of the unpaid portion of the regularly
scheduled payment or $100.00, whichever is less.



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DEFAULT.  Borrower will be in default if any of the following
happens: (a) Borrower fails to make any payment when due. (b)
Borrower breaks any promise Borrower has made to Lender, or
Borrower fails to comply with or to perform when due any other
term, obligation, covenant, or condition contained in this Note
or any agreement related to this Note, or in any other agreement
or loan Borrower has with Lender. (c) Any representation or
statement made or furnished to Lender by Borrower or on
Borrower's behalf is false or misleading in any material respect
either now or at the time made or furnished. (d) Borrower becomes
insolvent, a receiver is appointed for any part of Borrower's
property, Borrower makes an assignment for the benefit of
creditors, or any proceeding is commenced either by Borrower or
against Borrower under any bankruptcy or insolvency laws. (e) Any
creditor tries to take any of Borrower's property on or in which
Lender has a lien or security interest.  This includes a
garnishment of any of Borrower's accounts with Lender. (f) Any
guarantor dies or any of the other events described In this
default section occurs with respect to any guarantor of this
Note. (g) A material adverse change occurs in Borrower's
financial condition, or Lender believes the prospect of payment
or performance of the Indebtedness is impaired. (h) Lender in
good faith deems itself insecure.

LENDER'S RIGHTS.  Upon default, Lender may declare the entire
unpaid principal balance on this Note and all accrued unpaid
interest immediately due, without notice, and then Borrower will
pay that amount.  Upon default, including failure to pay upon
final maturity, Lender, at its option, may also, if permitted
under applicable law, increase the variable interest rate on this
Note to 5.000 percentage points over the Index.  The interest
rate will not exceed the maximum rate permitted by applicable
law.  Lender may hire or pay someone else who is not a salaried
employee of Lender to help collect this Note if Borrower does not
pay.  Borrower will be liable for all reasonable costs incurred
in the collection of this Note, including but not limited to,
court costs, attorneys' fees, and collection agency fees, except
that such costs of collection shall not include the recovery of
both attorneys' fees and collection agency fees.  This Note has
been delivered to Lender and accepted by Lender in the State of
Kansas.  If there is a lawsuit, Borrower agrees upon Lender's
request to submit to the jurisdiction of the courts of Sedgwick
County, the State of Kansas.  This Note shall be governed by and
construed In accordance with the laws of the State of Kansas.

DISHONORED ITEM FEE.  Borrower will pay a fee to Lender of $20.00
if Borrower makes a payment on Borrower's loan and the check or
preauthorized charge with which Borrower pays Is later
dishonored.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual
possessory security interest in, and hereby assigns, conveys,
delivers, pledges, and transfers to Lender all Borrower's right,
title and interest in and to, Borrower's accounts with Lender
(whether checking, savings, or some other account), including
without limitation all accounts held jointly with someone else
and all accounts Borrower may open in the future, excluding
however all IRA and Keogh accounts, and all trust accounts for
which the grant of a security interest would be prohibited by
law.  Borrower authorizes Lender, to the extent permitted by
applicable law, to charge or setoff all sums owing on this Note
against any and all such accounts.



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LINE OF CREDIT.  This Note evidences a revolving line of credit.
Advances under this Note, as well as directions for payment from
Borrower's accounts, may be requested orally or in writing by
Borrower or by an authorized person.  Lender may, but need not,
require that all oral requests be confirmed in writing.  The
following party or parties are authorized to request advances
under the line of credit until Lender receives from Borrower at
Lender's address shown above written notice of revocation of
their authority: William A. Garrett, VP Finance & CFO.  Borrower
agrees to be liable for all sums either: (a) advanced in
accordance with the instructions of an authorized person or (b)
credited to any of Borrower's accounts with Lender.  The unpaid
principal balance owing on this Note at any time may be evidenced
by endorsements on this Note or by Lender's internal records,
including daily computer print-outs.  Lender will have no
obligation to advance funds under this Note if: (a) Borrower or
any guarantor is in default under the terms of this Note or any
agreement that Borrower or any guarantor has with Lender,
including any agreement made in connection with the signing of
this Note; (b) Borrower or any guarantor ceases doing business or
is insolvent; (c) any guarantor seeks, claims or otherwise
attempts to limit, modify or revoke such guarantor's guarantee of
this Note or any other loan with Lender; (d) Borrower has applied
funds provided pursuant to this Note for purposes other than
those authorized by Lender; or (e) Lender in good faith deems
itself insecure under this Note or any other agreement between
Lender and Borrower.

GENERAL PROVISIONS.  Lender may delay or forgo enforcing any of
its rights or remedies under this Note without losing them.
Borrower and any other person who signs, guarantees or endorses
this Note, to the extent allowed by law, waive presentment,
demand for payment, protest and notice of dishonor.  Upon any
change in the terms of this Note, and unless otherwise expressly
stated in writing, no party who signs this Note, whether as
maker, guarantor, accommodation maker or endorser, shall be
released from liability.  All such parties agree that Lender may
renew or extend (repeatedly and for any length of time) this
loan, or release any party or guarantor or collateral; or impair,
fail to realize upon or perfect Lender's security interest in the
collateral; and take any other action deemed necessary by Lender
without the consent of or notice to anyone.  All such parties
also agree that Lender may modify this loan without the consent
of or notice to anyone other than the party with whom the
modification is made.

NO ORAL AGREEMENTS.  This written agreement is the final
expression of the agreement between Lender and Borrower and may
not be contradicted by evidence of any prior oral agreement or of
a contemporaneous oral agreement between Lender and Borrower.

NONSTANDARD TERMS.  The following space contains all nonstandard
terms, including all previous oral agreements, if any, between
Lender and Borrower:

Lender's Initials        By initialing the boxes to the left,
                         Lender and Borrower affirm that
Borrower's Initials      no unwritten oral agreement exist
                         between them.



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PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE
PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE
PROVISIONS.  BORROWER AGREES TO THE TERMS OF THE NOTE AND
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.

BORROWER:

Vanguard Airlines, Inc.


By: /s/ William A. Garrett
    William A. Garrett
    Vice President Finance & Chief Financial Officer