ACKNOWLEDGEMENT AND CONSENT



Acknowledgement and Consent (this "Consent") of
Vanguard Airlines, Inc. dated as of March _____,
1997.

RECITALS: US Airways, Inc. ("US Airways"), as lessor
and Vanguard Airlines, Inc. (the "Lessee"), as
lessee, entered into that certain Lease  Agreement
dated as of December 8, 1994 (the "Lease") whereby
US Airways agreed to lease to Lessee and Lessee
agreed to lease from US Airways the four Boeing 
737-200 series Airframe(s) and Engines identified in the
Assignment (defined below).  US Airways and First
Security Bank, National Association ("Trustee"), as
trustee for the S-C Parties, have entered into an
Assignment and Assumption Agreement (the
"Assignment") dated as of March __, 1997, whereby US
Airways has assigned to the Trustee all of the
right, title and interest of US Airways in and to
the Assigned Documents and the Aircraft.  The
Trustee desires that Lessee acknowledge and consent
to the Assignment and reaffirm its obligations to
the Trustee.

     Accordingly, the Trustee and Lessee agree as
follows:

1.   DEFINED TERMS.  Unless otherwise defined herein
     or the context requires otherwise, all
     capitalized terms used herein shall have the
     meanings assigned to them in the Assignment.

2.   ACKNOWLEDGEMENT AND CONSENT.  Lessee hereby
     acknowledges and consents to the Assignment (a
     copy of which is attached hereto as Exhibit
     "A"), and all of the terms and conditions
     contained therein.

3.   REPRESENTATIONS, WARRANTIES AND OBLIGATIONS. 
     All representations and warranties of Lessee in
     the Assigned Documents were true and correct
     when made.  Lessee further affirms its
     liability to the Trustee for all of its
     obligations and duties under the Assigned
     Documents.  Lessee acknowledges and agrees that
     Trustee shall not be bound by or subject to any
     of the duties obligating or responsibilities 
     described in Section 4 of the Assignment.

4.   NOTICES.  Pursuant to Section 19.2 of the Lease
     and Section 7.5 of the Supplementary Agreement,
     all requests, notices and other communications
     to the "Lessor" shall, from the date of this
     Consent, be addressed to the Trustee, as
     follows (or to such other address as the 
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     Trustee shall specify from time to time):

                    First Security Bank, National
                        Association
                    Corporate Trust Department
                    79 South Main Street - 3rd Floor
                    Salt Lake City, Utah 84111
                    Attention: Corporate Trust
                        Administration

                    with copies to:

                    S-C Domestic Holdings VIII
                    c/o S-C Aviation Financing LDC
                    c/o Curacao Corporation Company
                    N.V.
                    Kaya Flamboyan 9
                    Willemstad, Curacao N.A.
                    Facsimile: 599-9-322008/322009
     
                    and 

                    C-S Aviation 
                    888 Seventh Avenue, Suite 2901
                    New York, New York 10106
                    Attention: Thomas Seery
                    Facsimile: 212-246-0102

5.   PAYMENTS.  All payments to be made to "Lessor"
under the Assigned Documents shall, from the date of
this Consent, be made to the following bank account
(or to such other account as the Trustee shall
specify from time to time):

                    Citibank New York
                    ABA No. 021000089
                    Account No. 10990765
                    For further credit to Citibank London
                    Account number 8228825
                    Account name: S-C Domestic Holdings II LLC

6.   INSURANCE.  Lessee will cooperate in having the
     Trustee, the S-C Parties and US Airways named
     as additional insureds under the liability
     insurance, and the Trustee named as sole loss
     payee under the hull insurance procured by
     Lessee under the Lease.



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7.   MISCELLANEOUS.  This Consent may be executed by
the parties hereto in separate counterparts, each
fully executed set of which when so executed and
delivered shall be an original, but all such
counterparts shall together constitute but one and
the same instrument. This Consent shall be governed
by the laws of the State of New York.  The
respective rights and obligations set forth in this
Consent shall be binding on and inure to the benefit
of the parties hereto and their respective
successors and assigns.

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     The undersigned has executed this
Acknowledgement and Consent.


Vanguard Airlines, Inc.

                                   By:__________________________ 

                                   Title:_______________________




Agreed:

First Security Bank, National 
Association, as Trustee

By: ___________________________

Title: ________________________

 
PAGE
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Exhibit "A" to Acknowledgement and Consent



         ASSIGNMENT AND ASSUMPTION AGREEMENT


          ASSIGNMENT AND ASSUMPTION AGREEMENT (this
"Assignment"), dated as of March __, 1997, by and
between US Airways, Inc. ("US Airways"), a Delaware
corporation formerly known as USAir, Inc., and FIRST
SECURITY BANK, NATIONAL ASSOCIATION, a national
banking association, not in its individual capacity
but solely as Owner Trustee ("Trustee").

                      RECITALS:

          US Airways and Trustee desire to effect
(a) the transfer by US Airways to Trustee of all of
the right, title and interest of US Airways (except
as excluded in Section 4 below) in, under and with
respect to, among other things, (i) the Aircraft
Lease Agreement (as supplemented by the Lease
Supplement defined below and to the extent relating
to the Aircraft, the "Lease"), dated December 8,
1994, between US Airways and Vanguard Airlines, Inc.
(the, "Lessee"), as supplemented by Lease Supplement
No. 3, dated as of December 8, 1994 (the "Lease
Supplement"), (ii) Supplementary Agreement, dated as
of October 28, 1994 between US Airways and Lessee,
as it relates to the Aircraft (defined below)(iii)
all certificates, opinions, and other documents
relating to the Operative Document as they relate to
the Boeing 737-247 airframe with manufacturer's
serial number 19603 and United States Registration
Number N204AU and the Pratt & Whitney model JT8D-9A
aircraft engines (which engines have 750 or more
rated takeoff horsepower or the equivalent) with
manufacturer's serial numbers 667224 and 707332
(such airframe and the engines (as further defined
in the Lease), the "Aircraft") (all of the foregoing
collectively, the "Assigned Documents"), (iv) the
Aircraft, (v) the Hourly Rent Balances and the
security deposits of Lessee as they relate to the
Aircraft (collectively, the "Assigned Accounts"),
and (vi) the proceeds from all of the foregoing; and
(b) the assumption by Trustee of the obligations of
US Airways (except as excluded in Section 4 below)
to the extent arising after the Effective Date under
the Assigned Documents.  The Lease was recorded by
the Federal Aviation Administration on January 6,
1995 and assigned Conveyance No. Y40259.  The Lease
Supplement was recorded by the Federal Aviation
Administration on January 6, 1995 and assigned
Conveyance No. Y40259.


PAGE
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          NOW, THEREFORE, in consideration of the
mutual agreements contained herein, it is hereby
agreed as follows:

           1.DEFINITIONS.  Capitalized terms used
herein without definition shall have meaning
ascribed thereto in the Lease unless the context in
which such term is used requires another meaning.

           2.  ASSIGNMENT.  US Airways does hereby
sell, convey, assign, transfer and set over to
Trustee, effective as of the date first above
written (the "Effective Date"), all of its right,
title and interest in, under and to the Assigned
Documents, the Assigned Accounts and all other
contracts, agreements, documents or instruments in
respect of the Aircraft to which US Airways is a
party and relating to the Operative Agreements or
the Aircraft and any proceeds therefrom, together
with all other documents and instruments evidencing
any of such right, title and interest.  

           3.  ASSUMPTION.  Trustee hereby
undertakes and assumes all of the duties and
obligations of US Airways relating to the period
after the Effective Date pursuant to the Assigned
Documents and any other contracts, agreements,
documents or instruments relating thereto to which
US Airways is a party or by which it is bound, and
hereby confirms that it shall be deemed a party to
and be bound by the Assigned Documents and each
other contract, agreement, document or instrument in
respect of the Aircraft relating thereto to which US
Airways is a party or by which it is bound as if
named therein as "Lessor".  Without limiting the
foregoing, Trustee acknowledges and agrees that
payments of "Basic Rent" under the Lease (whether
received by US Airways or by Trustee) shall be
credited towards the purchase price for the Aircraft
to the extent provided in (and subject to the terms
and conditions of) Section 18.2 of the Lease.

           4.  EXCLUDED OBLIGATIONS. 
Notwithstanding anything to the contrary set forth
in this Assignment, US Airways is not assigning to
Trustee and US Airways shall remain responsible for,
and Trustee is not assuming from US Airways:  (a)
the duties and obligations described on Schedule A,
(b) the duties and obligations of US Airways that
relate to any period on or prior to the Effective
Date, (c) any other duties and obligations of US
Airways relating to parts or engine consignments,
spare parts or spare engines, and (d) without
limiting the foregoing, the right of US Airways to
receive any Rent due or accrued to US Airways prior
to the Effective Date and any indemnity relating to
events occurring prior to the Effective Date.   
 PAGE
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        5.RELEASE OF US AIRWAYS. Except for
liabilities not assumed as provided in Section 4
hereof and for which US Airways shall remain
responsible, US Airways shall have no further duty
or obligation to Lessee under the Assigned
Documents, the Assigned Accounts or under any other
contract, agreement, document or other instrument
relating thereto to which US Airways is a party or
by which it is bound (other than this Agreement).  

           6. FURTHER ASSIGNMENT.  In furtherance of
the within assignments, US Airways assigns and
grants to Trustee all right to collect for the
account of Trustee all items sold, transferred or
assigned to Trustee pursuant hereto; to institute
and prosecute all proceedings that Trustee may deem
proper in order to collect, assert or enforce any
claim, right or title of any kind in or to the items
sold, transferred or assigned; to defend and
compromise any and all actions, suits or proceedings
as to title to or interest in the Aircraft or any of
the property acquired by Trustee; and to do all such
acts and things in relating thereto as Trustee shall
deem advisable.

           7.  PAYMENTS.  US Airways hereby
covenants and agrees to pay over to Trustee, if and
when received following the Effective Date, any
amounts (including any sums payable as interest in
respect thereof) paid to or for the benefit of US
Airways that, under Section 2 hereof, belong to
Trustee, and Trustee hereby covenants and agrees to
pay over to US Airways, if and when received
following the Effective Date, any amounts (including
any sums payable as interest in respect thereof)
paid to or for the benefit of Trustee that, under
Section 2 hereof, belong to US Airways.

           8.FURTHER ASSURANCES.  Each party to this
Assignment and Assumption Agreement agrees to
execute, acknowledge, deliver, file, record and
publish such further certificates, amendments,
instruments or documents, and to do all such further
acts and things, as may be required by law, or as
may reasonably be necessary or advisable to carry
out the intents and purposes of this Assignment and
Assumption Agreement.

           9.  EXPENSES.  Each party hereto shall
bear its own legal fees incurred in connection with
the transactions described herein.

          10.  GOVERNING LAW.  This Assignment and
Assumption Agreement shall be governed by and
construed in accordance with the laws of the State
of New York.

          11. HEADINGS.  Section headings used in
this Assignment are for convenience only and shall
not be used in interpreting or construing this
Assignment and Assumption Agreement and shall not
affect the meaning or 
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construction of this Assignment and Assumption
Agreement.

          12. NOTICES.  All notices and other
communications hereunder shall be in writing and
shall be deemed given if delivered to the parties at
the following addresses (or at such other address
for a party as shall be specified by like notice):

           i.  IF TO US AIRWAYS:
               US Airways, Inc.
               2345 Crystal Drive
               Arlington, Virginia 22227
               Attention: Director - Aircraft Sales
               Facsimile: 703-418-7515

               with a copy at the same address to
               the attention of US Airways' General
               Counsel, facsimile number (703) 418-5252

          ii.  IF TO TRUSTEE:
               First Security Bank, National
               Association
               79 South Main Street, 3rd Floor
               Salt Lake City, Utah 84111
               Attention: Corporate Trust
               Administration
               Facsimile: 801-246-5053

          13. ENTIRE AGREEMENT.  This Assignment
constitutes the entire agreement among the parties
hereto and supersedes all prior agreements and
understandings, both written and oral, with respect
to the subject matter hereof.  There are no
representations and warranties of any party hereto
except as expressly set forth herein.

          14.  SURVIVAL OF REPRESENTATIONS AND
WARRANTIES.  All representations and warranties
contained in this Assignment shall survive the
Effective Date.

          15.  COUNTERPARTS.  This Assignment may be
executed by the parties hereto in separate
counterparts, each of which when so executed and
delivered shall be an original, but all such
counterparts shall together constitute but one and
the same instrument.

          16.  SUCCESSORS AND ASSIGNS.  The
respective rights and obligations set forth in this
Assignment shall be binding on and inure to the
benefit of the parties hereto and their respective
successors and assigns.

     [remainder of page left blank intentionally]

<PAGE>    

          IN WITNESS WHEREOF, the parties hereto
have duly executed this Assignment and Assumption
Agreement as of the day and year set forth above.


US AIRWAYS, INC.

By: ____________________________
               
Name: __________________________

Title: _________________________
Dated: _________________________


FIRST SECURITY BANK, National  
  Association, as Owner Trustee
          
By: ____________________________
          
Name: __________________________
Title: _________________________

Dated: _________________________



PAGE
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                                           SCHEDULE A


                Excluded Obligations 


-    Section 4.2 of the Supplementary Agreement (US
     Airways' representations)

-    Section 5.3 of the Supplementary Agreement
     (license of maintenance program)

-    Section 5.4 of the Supplementary Agreement (US
     Airways-provided maintenance work)

-    Section 5.5 of the Supplementary Agreement
     (provisioning assistance)





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