LINE OF CREDIT NOTE


$2,275,000.00                                 January _____, 1997
Maximum Amount and Interest                       Wichita, Kansas


FOR VALUE RECEIVED, VANGUARD AIRLINES, INC., a Delaware
corporation ("Company") hereby promises to pay to the order of
COMMERCE BANK, N.A. ("Bank"), at its offices in Wichita, Kansas,
on demand due to an Event of Default (as defined in the Agreement
of even date), or on July 31, 1997, whichever first occurs, the
aggregate unpaid principal amount and accrued interest of all
borrowings hereunder.  Company may, at any time, make principal
prepayments without penalty.

1.   Interest.  Interest on this Line of Credit Note shall be
calculated on the actual number of days outstanding on the basis
of a year consisting of 360 days.  The outstanding principal
amount hereunder shall bear interest at a per annum variable rate
equal to the Prime Rate, as published in the Money Rates section
of THE WALL STREET JOURNAL, adjustable the date of any change in
such rate.  Accrued interest shall be payable the first day of
each month, in arrears, until and including the maturity of this
Line of Credit Note, whether by acceleration or otherwise.  After
any expressed or accelerated maturity, this Line of Credit Note
shall bear interest at 3% above the stated rate, but not to
exceed the maximum rate allowed by law, and if not paid monthly,
such interest shall be compounded monthly.  Company shall have a
ten (10) day grace period to make any interest payment hereunder.

2.  Advances.  So long as there is no Event of Default, the
Company may, from the date of this Line of Credit Note through
July 31, 1997, borrow, repay and reborrow the same not to exceed
at any time outstanding $2,275,000.

3.   Credit to Account.  All advances under this Line of Credit
Note will be credited to checking account no. _____________
carried on the books of Bank in the name of Company.  All
advances and repayments hereunder shall be recorded in a
reasonable manner selected by Bank, and as between Company and
Bank such endorsements or recordings shall be prima facie
evidence of the amount advanced and repaid hereunder and the then
outstanding and unpaid balance of sums advanced or readvanced
hereunder, absent mainifest error by Bank.  Payments will be
applied first to interest and then to principal.




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4.   Costs of Collection.  Unless prohibited by law, Company will
pay on demand all costs of collection, legal expenses and
reasonable attorneys' fees incurred or paid in collecting and/or
enforcing this Line of Credit Note.  Furthermore, Bank reserves
the right to offset without notice all funds held by Bank against
matured debts owing to Bank by Company.

5.  Waivers.  Company waives presentment, protest, demand and
notice of dishonor or default.

6.   Jury Trial Waiver.  THE COMPANY AND BANK HEREBY AGREE TO
TRIAL BY COURT AND IRREVOCABLY WAIVE JURY TRIAL IN ANY ACTION OR
PROCEEDING (INCLUDING BUT NOT LIMITED TO ANY COUNTERCLAIM)
ARISING OUT OF OR IN ANY WAY RELATING TO OR CONNECTED TO THIS
LINE OF CREDIT NOTE, ANY RELATIONSHIP OR TRANSACTION BETWEEN
COMPANY AND BANK, THE ORIGINATION, ADMINISTRATION OR ENFORCEMENT
OF THE INDEBTEDNESS EVIDENCED OR SECURED BY THIS LINE OF CREDIT
NOTE, OR ANY OTHER MATTER.

7.   Choice of Law.  This Line of Credit Note shall be governed
by, and construed in accordance with, the laws of the State of
Kansas.

IN WITNESS WHEREOF, Company has duly caused this Line of Credit
Note to be executed and delivered at the place specified above
and as of the date first written above.


                         VANGUARD AIRLINES, INC.



                         By:__________________________

                         Title:_______________________





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