THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY
STATE.  ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID
UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
AS REQUIRED BY BLUE SKY LAWS IS IN EFFECT AS TO SUCH
TRANSFER OR IN THE OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH
TRANSFER TO COMPLY WITH THE SECURITIES ACT AND BLUE SKY
LAWS.

               VANGUARD AIRLINES, INC.
                    WARRANT FOR THE PURCHASE
                    OF SHARES OF COMMON STOCK
                                
No.  PB-82                             January 18, 1999

     VANGUARD AIRLINES, INC., a Delaware corporation (the
"COMPANY"), hereby certifies that, for value received, THE
HAMBRECHT 1980 REVOCABLE TRUST., the transferee who has
received this warrant (the "WARRANT") in compliance with
applicable law and the terms hereof (the "HOLDER"), is
entitled, on the terms set forth below, to purchase from the
Company, on or before the Expiration Time (as defined in
Section 18 below) two million (2,000,000) shares of Common
Stock, par value $0.001 per share, of the Company at a price
of one dollar ($1.00) per share, subject to adjustment as
provided below (the "EXERCISE PRICE").

     1.   REIMBURSEMENT AGREEMENT.  This Warrant is the
"Warrant" referred to in the Reimbursement Agreement dated
as of January 18, 1999, by and between the Company, the
Holder and The Hambrecht 1980 Revocable Trust (the
"REIMBURSEMENT AGREEMENT").  Any capitalized term used but
not defined herein shall have the meaning ascribed to it in
the Reimbursement Agreement.


     2.   EXERCISE OF WARRANT.

               (A) INITIAL VESTING.  The Holder may exercise
this Warrant, in whole or in part, at any time or from time
to time on any business day prior to the Expiration Date (as
defined herein), for four hundred thousand (400,000) shares
of Common Stock.

               (B) SUBSEQUENT VESTING.  On any business day
beginning immediately after the end of each Measurement
Period (as defined below) and prior to the Expiration Date,
the Holder may exercise this Warrant, in whole or in part,
at any time or from time to time, as to an additional number
of shares of Common Stock equal to (i) the product of (A)
the average daily Gross Exposure (as defined in that certain
Security Agreement by and between the Company, the Holder
and The Hambrecht 1980 Revocable Trust of even date herewith
(or the schedules or exhibits thereto), subject to Section
9(b) hereof) during the Measurement Period and (B) one-tenth
(0.1), divided by (ii) one dollar ($1.00).  Notwithstanding
the preceding sentence, in no event shall this Warrant be
exercisable for more than two million (2,000,000) shares of
Common Stock.  For the purposes of this Warrant,
"MEASUREMENT PERIOD" shall mean the 90 day period
<PAGE>
commencing on the date of this Warrant and each succeeding
90 day period thereafter prior to the Termination Date.

               (c) The Holder may exercise any shares then
exercisable by surrendering this Warrant to the Company at
its principal office, with a duly executed Subscription Form
(in substantiality the form attached hereto), together with
payment of the sum obtained by multiplying the number of
shares of Common Stock to be purchased by the Exercise Price
then in effect.  Promptly after such exercise, the Company
shall issue and deliver to or upon the order of the Holder a
certificate or certificates for the number of shares of
Common Stock issuable upon such exercise, and the Company
will pay all issue or transfer taxes in connection with the
issue thereof.  To the extent permitted by law, this Warrant
shall be deemed to have been exercised immediately prior to
the close of business on the date of its surrender for
exercise as provided herein, even if the Company's stock
transfer books are at that time closed, and the Holder shall
be treated for all purposes as the holder of record of the
Common Stock to be issued upon such exercise as of the close
of business on such date.  Upon any partial exercise, the
Company will issue to or upon the order of the Holder a new
Warrant for the number of shares of Common Stock as to which
this Warrant has not been exercised.

               (D) NET ISSUE EXERCISE.  Notwithstanding any
provisions herein to the contrary, if the fair market value
of one share of the Common Stock subject to this Warrant is
greater than the Exercise Price (at the Date of
Determination, as defined below), in lieu of exercising this
Warrant for cash, the Holder may elect to receive shares
equal to the value (as determined below) of this Warrant (or
the portion thereof being canceled) by surrender of this
Warrant at the principal office of the Company together with
the properly endorsed Form of Subscription and notice of
such election (the date of such delivery being referred to
herein as the "DATE OF DETERMINATION") in which event the
Company shall issue to the Holder a number of shares of
Common Stock computed using the following formula:
               X = Y (A-B)
                  -----------
                       A
     Where X = the number of shares of Common Stock to be
issued to the Holder

           Y   = the number of shares of Common Stock
purchasable under the Warrant or, if only a portion of the
Warrant is being exercised, the portion of the Warrant being
canceled (at the Date of Determination)

           A   = the fair market value of one share of the
Common Stock (at the Date of Determination)

           B   = Exercise Price (as adjusted to the Date of
Determination).  For purposes of the above calculation, fair
market value of one share of Common Stock shall be
determined by the Company's Board of Directors in good faith
as of the Date of Determination;
<PAGE>
PROVIDED, HOWEVER, when there is a public market for the
Company's Common Stock, the fair market value per share
shall be the average of the closing prices of the Company's
Common Stock quoted on the Nasdaq National Market or on the
primary securities exchange on which the Common Stock is
then listed, whichever is applicable, as published in the
Wall Street Journal for the twenty-five (25) trading days
prior to the Date of Determination.

     3.   ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT
SHARES.
The Exercise Price and the number of shares of Common Stock
subject to this Warrant (and all other adjustment to
exercise price and shares herein as appropriate) shall be
subject to adjustment from time to time as follows:

     (A) ADJUSTMENT FOR CHANGE IN CAPITAL STOCK.  If at any
time the Company:
                 (i) pays a dividend or makes a distribution
                       on its Common Stock in shares of its
                       Common Stock;
                       
                 (ii) subdivides its outstanding shares of
                       Common Stock into a greater number
                       of shares;
                       
                 (iii) combines its outstanding shares of
                       Common Stock into a smaller number
                       of shares;
                       
                 (iv) makes a distribution on its Common
                       Stock in shares of its capital stock
                       other than Common Stock; or
                       
                 (v) issues by reclassification of its
                       Common Stock any shares of its
                       capital stock;
                       
then the Exercise Price in effect immediately prior to such
action shall be adjusted so that the Holder may receive upon
exercise of the Warrant and payment of the same aggregate
consideration the number of shares of capital stock of the
Company which the Holder would have owned immediately
following such action if the Holder had exercised the
Warrant immediately prior to such action.

     The adjustment shall become effective immediately after
the record date in the case of a dividend or distribution
and immediately after the effective date in the case of a
subdivision, combination or reclassification.
          (B) ADJUSTMENT FOR DILUTIVE ISSUANCE.  If the
Company shall issue, after the date hereof any Additional
Stock (as defined below) without consideration or for a
consideration per share less than the Exercise Price for the
Shares, the Exercise Price in effect immediately prior to
each such issuance shall forthwith be adjusted to a price
equal to the price paid per share for such Additional Stock.
The term "Additional Stock" shall mean any and all <PAGE>
shares of equity securities issued after the date hereof,
other than shares of stock issuable pursuant to (i) options,
warrants, or other similar rights outstanding on the date
hereof, or (ii) stock options hereafter granted to officers,
directors, employees or consultants of the Company pursuant
to the Company's stock option plan.



          (C) REORGANIZATION, CONSOLIDATION OR MERGER.  In
the event of any consolidation or merger of the Company with
or into another corporation (other than a merger in which
merger the Company is the continuing corporation and that
does not result in any reclassification, capital
reorganization or other change of outstanding shares of
Common Stock issuable upon exercise of this Warrant) or in
the event of any sale, lease, transfer or conveyance to
another corporation of the property and assets of the
Company as an entirety or substantially as an entirety, the
Company shall cause effective provisions to be made so that
the Holder shall have the right thereafter, by exercising
this Warrant, to purchase the kind and amount of shares of
stock and other securities and property (including cash)
receivable upon such capital reorganization and other
change, consolidation, merger, sale, lease, transfer or
conveyance by a holder of the number of shares of Common
Stock that might have been received upon exercise of this
Warrant immediately prior to such capital reorganization,
change, consolidation, merger, sale, lease, transfer or
conveyance.  Any such provision shall include provisions for
adjustments in respect of such shares of stock and other
securities and property that shall be as nearly equivalent
as may be practicable to the adjustments provided for in
this Warrant.  The foregoing provisions of this Section 3(c)
shall similarly apply to successive capital reorganizations
and changes of shares of Common Stock and to successive
consolidations, mergers, sales, leases, transfers or
conveyances.  In the event that in connection with any such
capital reorganization, or change, consolidation, merger,
sale, lease, transfer or conveyance, additional shares of
Common Stock shall be issued in exchange, conversion,
substitution or payment, in whole or in part, for, or of, a
security of the Company other than Common Stock, any such
issue shall be treated as an issue of Common Stock covered
by the provisions of Section 3(a) hereof.

          (D) MINIMAL ADJUSTMENTS.  No adjustment in the
Exercise Price and/or the number of shares of Common Stock
subject to this Warrant need be made if such adjustment
would result in a change in the Exercise Price of less than
one percent (1%) or the Exercise Price (the "ADJUSTMENT
THRESHOLD AMOUNT") or a change in the number of subject
shares of less than one (1) share.  Any adjustment which is
less than the Adjustment Threshold Amount and not made shall
be carried forward and shall be made, together with any
subsequent adjustments, at the time when (a) the aggregate
amount of all such adjustments is equal to at least the
Adjustment Threshold Amount or (b) the Warrant is exercised.

          (E) DEFERRAL OF ISSUANCE OR PAYMENT.  In any case
in which an event covered by this Section 3 shall require
that an adjustment in the Exercise Price be made effective
as of a record date, the Company may elect to defer until
the occurrence of such event (i) issuing to the Holder, if
this Warrant is exercised after such record date, the shares
of Common Stock and other capital stock of the Company, if
any, issuable upon such exercise over and above the shares
of Common Stock or other capital stock of the Company, if
any, issuable upon such exercise on the <PAGE>
basis of the Exercise Price in effect prior to such
adjustment, and (ii) paying to the Holder by check any
amount in lieu of the issuance of fractional shares pursuant
to Section 7 hereof.

          (F) WHEN NO ADJUSTMENT REQUIRED.  No adjustment
need be made for a change in the par value or no par value
of the Common Stock.  To the extent the Warrants become
exercisable into cash, no adjustment need be made thereafter
as to the cash, and interest will not accrue on the cash.

          (G) CERTIFICATE AS TO ADJUSTMENTS.  Upon the
occurrence of each adjustment or readjustment of the
Exercise Price pursuant to this Section 3, the Company, at
its expense, shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and prepare
and furnish to the Holder a certificate setting forth such
adjustment or readjustment and showing the facts upon which
such adjustment or readjustment is based.    The
Company shall, upon written request at any time of the
Holder, furnish or cause to be furnished to the Holder a
like certificate setting forth (a) such adjustments and
readjustments, (b) the then effective Exercise Price and
number of shares of Common Stock subject to the Warrant, and
(c) the then effective amount of securities (other than
Common Stock) and other property, if any, which would be
received upon exercise of the Warrant.

          (H) NOTICE OF ADJUSTMENT.  When any adjustment is
required to be made in the number or kind of shares
purchasable upon exercise of the Warrant, or in the Warrant
Price, the Company shall promptly notify the holder of such
even and of the number of shares of Preferred Stock or other
securities or property thereafter purchasable upon exercise
of this Warrant.

     4.  REGISTRATION RIGHTS.  Shares of the Company's
Common Stock issued or issuable pursuant to the exercise of
this Warrant shall be deemed to be "Registrable Securities"
for purposes of that certain Registration Rights Agreement,
dated as of March 20, 1998, and amended as of the date
hereof, among the Company and the persons named therein (the
"Registration Rights Agreement"), as such agreement may be
subsequently amended or restated or consolidated with other
similar agreements granting registration rights in the
securities of the Company, and the holder of such shares
shall have all the rights, subject to the obligations, of a
holder of Registrable Securities pursuant to the
Registration Rights Agreement, and shall be treated for all
purposes as a holder of Registrable Securities under and
subject to the terms of the Registration Rights Agreement.

     5.             RIGHTS OF THE HOLDER.  The Holder shall
not, solely by virtue of this Warrant, be entitled to any
rights of a stockholder in the Company, either at law or
equity, and the rights of the Holder are limited to those
expressed in this Warrant.  Nothing contained in this
Warrant shall be construed as conferring upon the Holder
hereof the right to vote or to consent or to receive notice
as a stockholder of the Company on any matters or with
respect to any rights whatsoever as a stockholder of the
Company.  No dividends or interest shall be payable or
accrued in respect of this Warrant or the interest
represented hereby or the shares of Common Stock purchasable
hereunder until, and only to the extent that, this Warrant
shall have been exercised in accordance with its terms.
<PAGE>

     6.  NO IMPAIRMENT.  The Company will not, by any
voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at
all times in good faith assist in the carrying out of all
such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of
the Holder against dilution or other impairment.

     7.  NO FRACTIONAL SHARES.  No fractional share shall be
issued upon exercise of this Warrant.  The Company shall, in
lieu of issuing any fractional share, pay the Holder
entitled to such fraction a sum in cash equal to the fair
market value of such fraction on the date of exercise (as
determined in good faith by the Board of Directors of the
Company).  The fair market value of a fraction of a share is
determined by multiplying the fair market price of a full
share by the fraction of a share, rounded to the nearest
cent.

     8.  RESERVATION OF STOCK ISSUABLE ON EXERCISE OF
WARRANT.  The Company will at all times reserve and keep
available, solely for issuance and delivery upon the
exercise of this Warrant, all such shares of Common Stock or
other shares of capital stock, from time to time issuable
upon the exercise of this Warrant.  If at
any time the number of authorized but unissued shares of
Common Stock shall not be sufficient to effect the exercise
of this Warrant, the Company will use its best efforts to
take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as
shall be sufficient for such purposes.  All shares that may
be issued upon exercise of the rights represented by this
Warrant and payment of the Exercise Price, all as set forth
herein, will be free from all taxes, liens and charges in
respect of the issue of such shares (other than taxes in
respect of any transfer occurring contemporaneously with
such exercise and payment or otherwise specified herein).
All such shares shall be duly authorized and when issued,
sold and delivered in accordance with the terms of the
Warrant for the consideration expressed herein, will be duly
and validly issued, fully paid and nonassessable, and will
be free of restrictions on transfer other than restrictions
on transfer set forth in this Warrant and applicable state
and federal securities laws.

     9.   COVENANTS OF THE COMPANY.

          (a) The Company shall use its best efforts to
amend the Restated Certificate of Incorporation of the
Company in such a manner so that no reduction of the
Exercise Price pursuant to Section 3 (c) hereof shall occur
at any time.

          (b) The Company shall cause a report of the daily
Gross Exposure in each Measurement Period (each, an
"EXPOSURE REPORT") to be delivered by Boatmen's POS and MNB
to the Holder at the address specified in Section 14 hereof
within 30 days of the end of such Measurement Period so long
as this Warrant remains subject to additional vesting.  In
the event that the Holder has not received an Exposure
Report within 30 days after the end or any Measuring Period,
then, notwithstanding anything else contained herein, for
the purposes of this Warrant, the daily Gross Exposure
throughout such period shall be deemed to be four million
dollars ($4,000,000).
<PAGE>

     10.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company hereby represents and warrants to and for the
benefit of the Purchaser as follows:

          (A) AUTHORIZATION.  All corporate action on the
part of the Company and its directors necessary for the
authorization, execution, issuance and delivery by the
Company of this Warrant and the performance of the Company's
obligations hereunder.  This Warrant, when executed and
delivered by the Company, shall constitute a valid and
binding obligation of the Company enforceable in accordance
with its terms.  The shares of Common Stock issuable upon
exercise of this Warrant, when issued in compliance with the
provisions of this Warrant and the Company's Amended and
Restated Certificate of Incorporation (the "Restated
Certificate"), will be validly issued, fully paid and
nonassessable and free of any liens or encumbrances.


          (B) COMPLIANCE WITH OTHER INSTRUMENTS.  The
Company is not in violation of any term of its Restated
Certificate, By-Laws or any statute, rule or regulation
applicable to the Company.  The execution, delivery and
performance of this Agreement, the creation and issuance of
this Warrant and the issuance of the shares of Common Stock
pursuant to an exercise of the Warrant in accordance with
the Restated Certificate will not result in any such
violation, or be in conflict with or constitute a default
under any such term, or result in the creation of any
mortgage, pledge, lien, encumbrance, or charge upon any of
the properties or assets of the Company or contravene any
provision of, or constitute a default under, any indenture,
mortgage, contract or other instrument to which it is a
party or by which it is bound.

          (C) GOVERNMENTAL CONSENTS.  All consents,
approvals, orders, or authorizations of, or registrations,
qualifications, designations, declarations, or filings with,
any governmental authority, required on the part of the
Company in accordance with the valid execution, delivery,
offer, sale or issuance of this Warrant and the capital
stock issuable upon exercise of the Warrant, have been
obtained, except for the filing of notices pursuant to
Regulation D under the Securities Act, and any filing
required under applicable state securities laws which will
be effective by the time required thereby.

          (D) OFFERING.  Assuming the accuracy of the
representations and warranties of the Purchaser contained in
Section 19 hereof, the offer, issue, and sale of the Warrant
are and will be exempt from the registration and prospectus
delivery requirements of the Securities Act, and have been
registered or qualified (or are exempt from registration and
qualification) under the registration, permit, or
qualification requirements of all applicable state
securities laws.

     11.  NOTICES OF RECORD DATE.  Upon (a) any taking by
the Company of a record of the holders of any class of
securities for the purpose of determining the holders
thereof who are entitled to receive any dividend or other
distribution or (b) any capital reorganization of the
Company, any  reclassification or recapitalization of the
capital stock of the Company, any merger or consolidation of
the Company with or into any  other corporation, or any
transfer of all or substantially all the assets of the
Company to any other person, or any voluntary or involuntary
dissolution, liquidation or winding up of the Company, the
Company shall mail to
<PAGE>
the Holder at least twenty (20) days, or such longer period
as is required by law, prior to the record date, a notice
specifying (i) the date on which any such record is to be
taken for the purpose of such dividend or distribution and a
description of such dividend or distribution, (ii) the date
on which any such reorganization, reclassification,
transfer, consolidation, merger, dissolution, liquidation or
winding up is expected to become effective, and (iii) the
date, if any, that is to be fixed as to when the holders of
record of Common Stock (or other capital stock at that time
receivable upon exercise of the Warrant) shall be entitled
to exchange their shares of Common Stock (or such other
stock or securities) for securities or other property
deliverable upon such reorganization, reclassification,
transfer, consolidation, merger, dissolution, liquidation or
winding up.

     12.  EXCHANGES OF WARRANT.  Upon surrender for exchange
of this Warrant (in negotiable form, if not surrendered by
the Holder named on the face hereof) to the Company at its
principal office, the Company, at its expense, will issue
and deliver a new Warrant or Warrants calling in the
aggregate for the same number of shares of Common Stock, in
the denomination or denominations requested, to or on the
order of such Holder upon payment by such Holder of any
applicable transfer taxes; PROVIDED that any transfer of the
Warrant shall be subject to the conditions on transfer set
forth herein.

     13.  REPLACEMENT OF WARRANT.  Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant, and (in the case
of loss, theft or destruction) upon delivery of an indemnity
agreement in such reasonable amount as the Company may
determine, or (in the case of mutilation) upon surrender and
cancellation hereof, the Company, at its expense, shall
issue a replacement.

     14.  NOTICES.  Any notice required or permitted under
this Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery or upon deposit
with the United States Post Office, postage prepaid,
addressed to the Company at 30 NW Rome Circle, Mezzanine
Level, Kansas City International Airport, Kansas City, MO
64153, or to the Holder at 655 Brea Canyon Road, Walnut, CA
91789, Attention: Edmund H. Shea, Jr.  or at such other
address as the Company or any Holder may designate by ten
(10) days advance written notice to the other party.

     15.  MODIFICATION; WAIVER.  Except as provided in this
Warrant, no modification or waiver of any provision of this
Warrant or consent to departure therefrom shall be effective
unless in writing and approved by the Company and the
Holder.

     16.  TITLES AND SUBTITLES.  The titles and subtitles
used in this Warrant are used for convenience only and are
not to be considered in construing or interpreting this
Warrant.

     17.  GOVERNING LAW.  This Warrant shall be construed in
accordance with and governed by and under the laws of the
State of California as applied to contracts made and to be
performed entirely within the State of California.

     18.  EXPIRATION TIME.  This Warrant will be wholly void
and of no effect after 5:00 p.m.  (San Francisco time)
January 18, 2004 (the "EXPIRATION TIME").
<PAGE>

     19.  TRANSFER RESTRICTIONS.  The Company is relying
upon an exemption from registration of this Warrant and the
shares of Common Stock issuable upon exercise hereof under
the Securities Act and applicable state securities laws.
The Holder by acceptance hereof represents that the Holder
understands that neither this Warrant nor the Common Stock
issuable upon exercise hereof has been registered with the
Securities and Exchange Commission nor under any state
securities law.  By acceptance hereof, the Holder represents
and warrants that (a) it is acquiring the Warrant (and the
shares of Common Stock or other securities issuable upon
exercise hereof) for its own account for investment purposes
and not with a view to distribution, (b) has received all
such information as the Holder deems necessary and
appropriate to enable the Holder to evaluate the financial
risk inherent in making an investment in the Company, and
satisfactory and complete information concerning the
business and financial condition of the Company in response
to all inquiries in respect thereof, (c) the Holder's
acquisition of shares upon exercise hereof will be a highly
speculative investment, (d) the Holder is able, without
impairing its financial condition, to hold such shares for
an indefinite period of time and to suffer a complete loss
of the Holder's investment, and (e) the Holder has such
knowledge and experience in financial and business matters
that it is capable of evaluating the merits and risks of
acquisition of this Warrant and the shares issuable upon
exercise hereof and of making an informed investment
decision with respect thereto.

     This Warrant may not be exercised and neither this
Warrant nor any of the shares issuable upon exercise of the
Warrant, nor any interest in either, may be sold, assigned,
pledged, hypothecated, encumbered or in any other manner
transferred or disposed of, in whole or in part, except in
compliance with applicable United States federal and state
securities or Blue Sky laws and the terms and conditions
hereof.  Each Warrant or each certificate representing
shares of Common Stock or other securities issued upon
exercise of this Warrant shall have conspicuously endorsed
on its face, at the time of its issuance, such legends as
counsel to the Company deems necessary or appropriate,
including without limitation the legend set forth on the top
of the first page of this Warrant.  Any certificate for any
securities issued at any time in exchange or substitution
for any certificate for any shares of Common Stock bearing
such legend shall also bear such legend unless, in the
opinion of counsel for the Company, the securities
represented thereby need no longer be subject to the
restriction contained herein.

     Without in any way limiting the foregoing, the Holder
agrees not to make any disposition of all or any portion of
the Securities unless and until:

          a.  There is then in effect a Registration
Statement under the Securities Act covering such proposed
disposition and such disposition  is made in accordance with
such  Registration Statement; or

          b.  (i) The Holder shall have notified the Company
of the proposed disposition and shall have furnished the
Company with a detailed statement of the circumstances
surrounding the proposed disposition, and (ii) if reasonably
requested by the Company, the Holder shall have furnished
the Company with an opinion of counsel, reasonably
satisfactory to the Company, that such disposition will not
require registration under the Securities Act.
<PAGE>

          c.  Notwithstanding the provisions of paragraphs
(i) and (ii) above, no such registration statement or
opinion of counsel shall be necessary for a transfer by the
Holder to (i) an underwriter acceptable to the Company for
immediate exercise by  such underwriter in connection with a
fully underwritten public offering of the Company's Common
Stock underlying this Warrant (ii) a partner (or retired
partner) or "affiliate" (as defined under the Securities
Exchange Act of 1934) of the Holder or (iii) transfers by
gift, will or intestate succession to any spouse or lineal
descendants or ancestors of any such partner, retired
partner or affiliate, if all transferees agree in writing to
be subject to the terms hereof to the same extent as if they
were a purchaser hereunder.
<PAGE>


     IN WITNESS WHEREOF, the Company has caused this Warrant
to be duly executed and delivered on the date first set
forth above.


                    VANGUARD AIRLINES, INC.
                               By:
                                     -----------------------
                            Name:
                                      ---------------------
                            ---
                            Title:
                                  ------------------------
<PAGE>

                        SUBSCRIPTION FORM

[To be executed if holder desires to exercise the Warrant]





     The  undersigned, holder of this Warrant, (1)  hereby
irrevocably elects to exercise the right of purchase
represented by this Warrant for, and to purchase thereunder,
-----------full shares of the Common Stock of Vanguard
Airlines, Inc.  provided for therein, (2) makes payment in
full (as permitted in Section 2 of the Warrant) of the
purchase price of such shares, (3) requests that
certificates for such shares be issued in the name of

---------------------------------------------------------
                 (Please print name and address)
                 
                 
    --------------------------------------------------------
   (Please insert social security or other identifying number)
                                
and (4) if said number of shares shall not be all the shares
purchasable thereunder, requests that a new Warrant for the
unexercised portion of this Warrant be issued in the name of
and delivered to:

----------------------------------------------------------
                 (Please print name and address)
                 
                 
                 
Dated:
          ------------------
                              By:
                                ----------------------
                              Title:
                                     ------------------
                              
<PAGE>