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                                                                EXHIBIT 10.7
                                CODESHARE AGREEMENT

      This Codeshare Agreement (the "Agreement"), dated as of  September 4,
2001, is entered into by and between Frontier Airlines, Inc. ("Frontier"), a
corporation organized under the laws of Colorado, and Mesa Airlines, Inc.
("Mesa"), a corporation organized under the laws of Nevada.

      WHEREAS, Frontier wishes to expand its route network to offer new
      competitive services in additional markets, and to enhance Frontier's
      existing route network by increasing frequency of service on certain
      routes;

      WHEREAS, Mesa is an operator of regional jet aircraft;

      WHEREAS, Frontier is hub carrier at Denver;

      WHEREAS, Mesa has no services at Denver;

      WHEREAS, Mesa and Frontier wish to collaborate to provide new services,
      where neither Frontier nor Mesa could economically and efficiently do
      so independently;

      WHEREAS,  Frontier and Mesa wish to enter into this Agreement whereby
      Mesa will carry the "F9" code on the routes identified in Annex B;

      NOW THEREFORE, In consideration of the mutual covenants and promises in
      this Agreement, Frontier and Mesa hereby agree as follows:

1.    DEFINITIONS

      1.1   Capitalized terms used in this Agreement, unless the context
            otherwise requires or expressly provides, shall have the meanings
            set forth in Annex A.

      1.2   It is agreed that accepted industry procedures and any existing
            agreements relating to the interlining of passengers and baggage,
            including those industry procedures set forth in the ATA
            Resolution 5.65 (Interline Traffic Agreement - Passengers) for
            carriage solely within and between the United States, Canada,
            Puerto Rico and the U.S. Virgin Islands, shall apply to the
            provision of air transport and the related transactions
            contemplated by this Agreement, except to the extent inconsistent
            or in conflict with the terms of this Agreement.



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2.    CODESHARE SERVICE

      2.1   The parties shall mutually designate certain flights as
            Codeshared Flights, whereby Mesa will carry Frontier's "F9"
            designator code on the city-pair routes identified in Annex B.

                  2.1.1 The parties shall use commercially reasonable efforts
                        to meet the target implementation dates specified in
                        Annex B.  Provided, however, that these target dates
                        are subject to change in light of any necessary
                        regulatory approvals, operational constraints, and
                        the delivery of aircraft.

                  2.1.2 Frontier shall cooperate in promptly publishing all
                        Codeshared Flights in the Airline Guides,
                        Reservations Systems and CRSs.

                  2.1.3 Mesa reserves the right to discontinue Codeshared
                        Flights on any specific route, flight or schedule,
                        and in the event of such discontinuation, Frontier
                        shall cooperate in publishing the resulting changes
                        in the Airline Guides, Reservations Systems and CRSs.

                  2.1.4 Mesa shall have no obligation to extend Codeshared
                        Flights to other routes or to maintain operations on
                        any route; no such obligation can be created by any
                        oral statements or representations or course of
                        dealing, but only by express written agreement.

                  2.1.5 Mesa shall have the sole and exclusive right to
                        operate flights using the F9 code on the Mesa
                        Exclusive Routes; provided, however, that Mesa shall
                        have no obligation to operate flights on the Mesa
                        Exclusive Routes.  Mesa agrees to provide Frontier
                        with ninety (90) days prior advance written notice of
                        intention to provide service on any Mesa Exclusive
                        Route.

                  2.1.6 Mesa shall have the right, but not the obligation, to
                        operate at least fifty percent (50%) of all flights
                        operating under the F9 code on the Mesa Minimum
                        Service Routes specified in Annex C.


      2.2   Detailed procedures for implementing this Agreement will be set
            forth in the procedures manual prepared by the parties in
            conjunction with this Agreement (the "Procedures Manual").  The
            parties will use their best commercially reasonable efforts to
            finalize the Procedures Manual prior to


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            program implementation. The Procedures Manual, including any
            amendments or supplements thereto agreed in writing between the
            parties from time to time is incorporated by reference into and made
            a part of this Agreement; provided, however, that in the event of a
            conflict between a provision of this Agreement and any provision of
            the Procedures Manual, as amended and supplemented, the terms of
            this Agreement shall prevail.

      2.4   In the event of any flight delay or cancellation that requires a
            Codeshared Passenger to be involuntarily rerouted or denied
            boarding and denied boarding compensation is paid on the
            operating carriers ticket stock or the Mesa special service
            ticket stock, as the case may be, to such passenger, the party
            causing such involuntarily rerouting or denied boarding shall
            bear all reasonable associated costs arising out of its actions.
            Each of the parties agrees to provide seat availability, subject
            to reasonable capacity limitations, on their respective flights
            in connection with vouchers awarded to passengers in connection
            with this Section. Settlement of the costs associated with the
            involuntary rerouting or denied boarding will be conducted
            through the ACH and subject to ACH policies and procedures.
            Notwithstanding the foregoing, Frontier agrees to provide
            customer service support in the event of a flight delay or
            cancellation at its Customer Service Counter at Denver
            International Airport.  In addition, baggage handling and
            settlement of baggage handling claims shall be in accordance with
            existing tariffs and the Trade Practice Manual of the Air
            Transport Association or the IATA Resolutions and Recommended
            Practices Manual, whichever is applicable.

      2.5   The parties shall use commercially reasonable efforts to
            coordinate their service schedules and to consider schedule and
            route changes suggested by Frontier to maximize program
            passengers and revenue and to maximize the convenience and
            minimize the waiting time of passengers making connections
            between the Codeshared Flights and other flights operated by the
            parties; provided, however, that neither party is obligated to
            operate specific flights or service schedules and each party
            retains the right to determine the service schedules of its own
            flights, including, without limitations, the right to reduce
            flights, add new flights and discontinue flights and cities or
            airports served.  Each party agrees to notify the other party as
            soon as practicable, but not less than sixty (60) days unless
            otherwise agreed to by the parties, in advance of any schedule
            change to a Codeshared Flight or a connecting Frontier-operated
            flight. If Frontier suspends or terminates service to a
            particular market shall be solely responsible for transferring
            the reservations of such passengers to other carriers or making
            alternative arrangements. If Mesa suspends or terminates service
            to a particular market it will pay Frontier * per PNR to transfer
            the reservations of such passengers to other carriers.  Frontier
            will charge Mesa the net expense of ticketing passengers on a
            reaccomodation


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            basis through the ACH.

      2.6   The Conditions of Carriage of Frontier (as modified from time to
            time) shall govern the transportation of Codeshared Passengers on
            the Codeshared Flights, except that if there are any material
            differences between the operating rules and procedures of Mesa,
            and those operating rules and procedures that apply to
            Frontier-operated flights, such material differences shall be
            described in the Procedures Manual and Frontier shall disclose
            the same in its Conditions of Carriage.

      2.7   The Operating Carrier has final authority and responsibility
            concerning the operation and safety of the aircraft and its
            passengers. In emergencies, the parties shall adhere to the
            emergency procedures for Codeshared Passengers set forth in the
            Procedures Manual.

      2.8   Upon request by Mesa, Frontier agrees to provide Mesa with
            ticketing, gate and ground handling services at Denver
            International Airport and stations where both carriers operate
            based on a "per turn" fee to be agreed to by the parties and
            subject to a separate ground handling agreement.  Subject to the
            provisions in Section 3.4, Mesa shall be responsible for the cost
            of gates, facilities, and the build-out of such at each station.
            Mesa will also be responsible for providing all the equipment
            necessary for its operations at each station.  Mesa shall be
            responsible for securing gates at Denver International Airport.


3.    IMPLEMENTATION EXPENSES

       3.1. Each party shall bear its own automation costs and expenses
            associated with the services contemplated by this Agreement.
            Mesa shall retain the right under this Agreement to convert to
            Mesa's reservation system, utilize Mesa ticket stock and operate
            a dual code (YV) on the Mesa local markets.

      3.2   Frontier and Mesa will share the cost and expense (on a * basis)
            of roadside, exterior, check-in concourse, gate and baggage
            service signage placed at airports and city ticket offices
            identifying Frontier in locations served by the Codeshared
            Flights in order to facilitate travel on the Codeshared Flights.
            Frontier will be responsible for installing and maintaining all
            such signage, but the parties will mutually determine which party
            will obtain any necessary formal or informal approvals from
            appropriate airport or other authorities to install such signage.

      3.3   Each party shall retain all rights, titles and interests in systems,
            software, equipment and facilities funded by it.


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      3.4   *.

4.    INVENTORY CONTROL AND PROCEDURES

      4.1   Frontier will ticket Codeshared Passengers using available CRS
            inventory (free sale environment) as set forth in the Procedures
            Manual. The parties will map inventory classes of the Codeshared
            Flights to inventory classes of Frontier as set forth in the
            Procedures Manual. The parties will endeavor to map the average
            coupon value of Frontier' inventory classes to comparable classes of
            Mesa to provide nondiscriminatory access for bookings made by
            Frontier for passengers yielding comparable revenue values, provided
            however that Mesa will retain sole and ultimate control over the
            management of seat inventory availability on Codeshared Flights that
            are operated by Mesa.

      4.2   Frontier shall provide authorized Mesa individuals restricted access
            to Frontier's CRS partition. Each day Frontier will transmit to Mesa
            a file containing daily booking information on each Codeshared
            Flight. Each day Frontier shall accept from Mesa daily updated
            authorization levels for each Codeshared Flight.


5.    MARKETING, RESERVATIONS AND PRODUCT DISPLAY

      5.1   The Codeshared Flights will be marketed and promoted by Frontier
            under its flight designator code.  Frontier agrees to promote the
            Codeshared Flights throughout the term of this Agreement through
            sales, advertising, and promotional support to enhance the
            interline exchange of passengers between the parties.    Each
            party shall ensure that its respective advertising and promotions
            shall comply with all applicable governmental laws, rules and
            regulations.  Frontier shall comply with 14 C.F.R. Section 399.88
            and any other applicable rules regarding the disclosure and
            holding out of Codeshared Flights provided for herein.

      5.2   Reservations for passengers using the services described in this
            Agreement will be made by Frontier on a non-discriminatory basis in
            accordance with Frontier's established methods and procedures. For
            passengers originating their travel at points other than those
            served by Mesa under this Agreement, either on Frontier's system or
            on the systems of other airlines, connecting reservations to the
            services of Mesa will also be on a non-discriminatory basis in
            accordance with currently established industry methods and
            practices. In all cases, Frontier will confirm the reservations of
            Mesa's passengers through the entire itinerary of their scheduled
            trips. When a contact number is supplied by the passengers making
            such reservations, Frontier will assume the responsibility of
            notifying passengers of any changes in Mesa's schedules or
            operations,


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            provided that Mesa furnishes Frontier with advance notice as set
            forth in Section 2.5 of such changes.

      5.3   Frontier may identify the Codeshared Flights, to the extent
            permitted by governmental rules and regulations, in Airline Guides,
            Timetables, CRS' and Reservations Systems using Frontier' flight
            designator code. Any costs incurred for the publication of
            Codeshared Flights or connections to and from such flights in
            Airline Guides, CRSs and Reservation Systems shall be borne by
            Frontier. Each party shall include the Codeshared Flights in its
            internal Reservations Systems.

      5.4   Frontier will publish schedules for Mesa in cites served by Mesa but
            not served by Frontier. The format and nature of such schedules
            shall be consistent with schedules published by Frontier in cities
            not served by Mesa.

      5.5   Frontier and Mesa will mutually cooperate to create an interline
            agreement to transport cargo on an interline basis, provided the
            agreement makes sound business sense to both parties. This agreement
            will be developed and executed separate to this Codeshare Agreement.

      5.6   Mesa will actively pursue codeshare agreements with other codeshare
            partners of Frontier. Upon reaching such agreements, Frontier will
            be allowed to market codeshare to codeshare service. Under these
            agreements, Frontier will only be allowed to recover its costs in
            the manner prescribed in Section 6.

6.    TRAFFIC DOCUMENT ISSUANCE AND SETTLEMENT

      6.1   Frontier shall establish, publish and sell through passenger
            fares.  Passenger revenues will be allocated to each carrier
            based upon the straight rate/prorate formula (as set forth in
            detail in section 6.6), unless the division of such revenue is
            otherwise mutually agreeable to Frontier and Mesa.

      6.2   Mesa shall establish, publish, sell and collect local fares
            applicable to travel within Mesa Exclusive Routes. Unless
            otherwise provided herein, Mesa shall be paid its local fares for
            passengers traveling solely on Mesa's flights in accordance with
            industry and Clearing House practices.

      6.3   Flight coupons for use on the Codeshared Flights may be issued by
            either party, or by third parties with whom the parties from time
            to time have interline traffic agreements.


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      6.4   All flight coupons on Codeshared Flights shall be sent to and
            retained by Mesa and shall be billed by Mesa to Frontier or the
            third-party Ticketing Carrier, as applicable, using the standard
            interline process of the ACH (as set forth in detail in section
            6.5).    Settlement of other charges between the carriers will be
            invoiced and payable through the ACH.

      6.5   Mesa shall remit to Frontier the interline service charge as
            published by the ACH for all commissionable flight coupons billed
            under this Agreement for passengers traveling solely on Mesa flights
            (i.e., passengers who do not connect to/from a Frontier flight).

      6.6   Marketing Carrier Tickets issued by Frontier or Mesa for
            wholly-domestic itineraries shall be settled in accordance with
            standard industry straight rate proration as defined in the
            Passenger Proration Manual based on construction of "*" fare values,
            which shall be agreed to by the parties in advance of commencing
            Codeshared Flights and the parties agree to review such rates on a
            quarterly basis if necessary or requested by the parties. For fare
            verification purposes, the applicable published fare is that filed
            with the U.S. Department of Transportation or shown in Air Tariff or
            Airline Passenger Tariff in PIPPS (Passenger Interline Prorate
            System) in effect on the date that the passenger's ticket is issued.
            For example, if the Mesa's segment construction * fare OKC- DEN is
            $* and the Frontier segment construction * fare for DEN- SEA $*, the
            dollar value of the OKC-SEA ticket would be divided *% to Mesa and
            *% to Frontier.

            For itineraries involving an international segment (excluding
            Canada and other countries that are treated as "domestic" for
            proration purposes under the ACH rules), proration will be based
            on the procedures of the Multilateral Prorate Agency as published
            in the IATA Revenue Accounting Manual.  Marketing Carrier Tickets
            issued by parties other than Frontier or Mesa shall be settled in
            accordance with any proration or similar agreements then in force
            between Mesa and the Ticketing Carrier.

      6.7   Frontier and Mesa will enter into an industry standard Ticketing and
            Baggage Agreement that will become part of this Agreement. Each
            carrier will use its own ticket stock associated for special service
            ticket items. Any other matters not specifically addressed in this
            Agreement, which require the collecting of fees or issuance of
            ticket stock, will be subject to the rules of the ACH.

      6.8   In consideration for the reservation services, CRS fees, credit
            card charge commissions, and certain ticketing services provided
            by Frontier under this Agreement, Mesa agrees to pay to Frontier
            * per passenger fee that involves passengers flying solely on
            Mesa routes.  Frontier shall bill Mesa on a monthly basis  and
            such billing shall be conducted through the ACH and subject to
            the ACH policies and procedures..


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      6.9   In the case of a rejected credit card or a returned check,
            Frontier may recover through the ACH any funds paid to Mesa
            associated with such rejected credit card or returned check.

7.    TRAINING

      7.1   Except as otherwise agreed, each party shall provide or arrange,
            at its own cost and expense, all initial and recurring training
            of its personnel (and its travel agents) to facilitate the
            Codeshared Flights and operations at airports served by the
            Codeshared Flights, reservations and ticket offices and other
            points of contact between the parties and with the public.  This
            training shall include passenger service, reservations and sales
            activities and in-flight service involving the Codeshared
            Flights, all as more fully described in the Procedures Manual.

      7.2   Frontier and Mesa shall share any training materials developed to
            support the Codeshared Flights; provided that the copyright and
            all other propriety rights to any materials exchanged shall
            remain with the party who originally developed such materials.
            Notwithstanding, Mesa shall only be responsible for procedures
            training as set forth in the Procedures Manual.  Any changes to
            the Procedures Manual must be agreed to by both Frontier and
            Mesa.

8.    SECURITY

      The parties shall cooperate in matters of security procedures,
      requirements and obligations at all airports served by the Codeshared
      Flights in accordance with the Procedures Manual.  The Operating
      Carrier reserves the right to apply at its sole expense the provisions
      of its own security programs to the carriage of all passengers, baggage
      and cargo on board the Codeshared Flights.  Such provisions may include
      any then applicable procedures used for the physical screening of
      passengers, baggage or cargo, interviewing of passengers and/or
      selective loading of baggage or cargo. Mesa will be liable for only the
      security costs related to local market passengers traveling solely on
      Mesa flights.

9.    AIRCRAFT MAINTENANCE AND CLEANING

      The Operating Carrier shall have sole responsibility for the
      maintenance and cleaning of its leased and owned aircraft and other
      equipment used in connection with the Codeshared Flights.  Maintenance
      of such aircraft and equipment must, at a minimum, comply with the
      standards imposed by the relevant aviation  authorities.

10.   FREE AND REDUCED RATE TRANSPORTATION


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      Unless otherwise provided by relevant agreements between the Operating
      Carrier and other parties neither party shall  be entitled to ticket
      travel industry non-revenue, discounted (i.e., AD, ID, etc.) or free
      travel on the Codeshared Flights.


11.   FREQUENT FLYERS

      11.1  Frontier may offer to participants in the Frontier Frequent Flyer
            program only (and not participants in any other frequent flyer
            program with which Frontier may have a participation agreement)
            the opportunity to accrue and redeem Frontier mileage on the
            Codeshared Flights.  Mileage accrual on Codeshared Flights will
            be calculated by and awarded to Frontier Frequent Flyer
            participants at Frontier' sole discretion.  Mesa shall have sole
            and exclusive control of frequent flyer capacity awarded in each
            route for award travel on Codeshared Flights for Frontier
            Frequent Flyer program members; provided, however such average
            frequent flyer capacity on Mesa flights shall not be less than
            seven percent("FF Seat Availability").

      11.2  Within five (5) days after (a) issuance or receipt of notice of
            termination of this Agreement or (b) receipt of notice of
            discontinuance of designated Codeshared Flights for any reason,
            Frontier will discontinue issuing Marketing Carrier Tickets as
            frequent flyer awards for travel on the discontinued flights
            where such travel is to occur after the effective date of such
            termination or discontinuance and Mesa shall have no further
            obligations under this Agreement.

      11.3  Frontier shall administer its Frequent Flyer Program in a manner
            that is consistent with the parties' respective obligations under
            this Agreement and in accordance with all applicable laws.
            Frontier shall be solely responsible for the promotion and
            administration of its Frequent Flyer Program, including without
            limitation, processing of member enrollments, determining
            eligibility for award travel, issuance of all award certificates
            and tickets, recording of mileage accruals, redemption's and
            other account activity, preparation and distribution of account
            statements, responding to member inquiries and other customer
            services.  The advertising and promotional materials disseminated
            by Frontier respecting mileage accrual or redemption on the
            Codeshared Flights shall, to the extent practicable, place the
            public on notice that availability of such accruals and
            redemption's will terminate in the event of the termination of
            this Agreement or discontinuance of designated Codeshared
            Flights.  In the event either party gives notice of termination
            of this Agreement, Frontier at its expense will advise members of
            its Frequent Flyer Program in accordance with program rules of
            the impending termination and the restrictions on
            post-termination award travel on the Codeshared Flights.


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      11.4  Mesa will have no responsibility or liability for Frontier'
            promotion or administration of its Frequent Flyer Program and
            Frontier shall indemnify, defend and hold harmless the Operating
            Carrier Indemnified Party (as defined in Section 15.2) against
            any and all Damages caused by, arising out of or relating to
            Frontier' promotion or administration (whether proper or
            improper) of its Frequent Flyer Program.  This indemnity shall
            survive the termination of this Agreement.


12.   TRADEMARKS AND CORPORATE IDENTIFICATION

      12.1  Each of Frontier and Mesa acknowledges for all purposes that any
            and all logos, trademarks, service marks and trade names of the
            other, whether registered or not, are and shall at all times
            remain the exclusive property of the other and may not be used in
            a manner not authorized without the prior written consent of such
            party, except as set forth herein.  Each of Frontier and Mesa
            further acknowledges that any goodwill or other rights which
            arise as a result of the use by it of the other party's marks as
            permitted under this Agreement shall accrue solely to the benefit
            of the party owning such marks, whether registered or not.

      12.2  Each of Frontier and Mesa hereby grants to the other, a
            non-exclusive, non-transferable, royalty-free license for the
            terms of this Agreement to use their respective service marks
            ("Frontier" for Frontier and "Mesa"  for Mesa, each a "Licensed
            Trademark"), subject to the terms and conditions set forth in
            this Section 12.  This license is limited to the use of the
            Licensed Trademarks in connection with the advertising and
            promotion of the Codeshared Flights contemplated by this
            Agreement.

      12.3  Each party agrees to use the Licensed Trademarks only in a manner
            approved in advance and in writing by the party owning such
            Licensed Trademarks.  Each Licensed Trademark shall be marked
            with an (R) or TM or SM or other symbol.

      12.4  Each party agrees that all advertising and promotional materials
            bearing the Licensed Trademarks in relation to air transport
            services contemplated by this Agreement shall meet the quality
            and presentation standards as set forth by the party owning the
            relevant Licensed Trademark.

      12.5  Each party has sole discretion to determine the acceptability of
            both the quality and presentation of advertising and promotional
            materials using its Licensed Trademark.

      12.6  Each party is responsible for providing to its own authorized
            agents and airport locations the agreed promotional materials
            bearing the Licensed Trademarks.


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      12.7  Mesa operated flights under the F9 codeshare will be operated
            with an aircraft livery that reflects either Mesa or Frontier.


13.   REPRESENTATIONS AND WARRANTIES

      13.1  Each of Frontier and Mesa hereby represents and warrants to the
            others as follows:

            a.    It is a duly incorporated and validly existing corporation,
                  in good standing under the laws of its jurisdiction of
                  incorporation; is an air carrier duly authorized to act as
                  such by the government of its country of incorporation; and
                  has the requisite corporate power and authority to enter
                  into and perform its obligations under this Agreement.  The
                  execution, delivery and performance of this Agreement by it
                  have been duly authorized by all necessary corporate
                  action.  This Agreement has been duly executed and
                  delivered by it and assuming due authorization, execution
                  and delivery by the other party hereto.  This Agreement
                  constitutes its legal, valid and binding obligation,
                  enforceable against it in accordance with its terms, except
                  to the extent that enforceability may be limited or
                  modified by the effect of bankruptcy, insolvency or other
                  similar laws affecting creditors' rights generally and the
                  application of general principles of equity and public
                  policy.

            b.    The execution, delivery or performance by it of this
                  Agreement, shall not (i) contravene, conflict with or cause
                  a default under (A) any applicable law, rule or regulation
                  binding on it, or (B) any provision of its Charter,
                  Certificate of Incorporation, Bylaws or other documents of
                  corporate governance, or (ii) contravene or cause a breach
                  or violation of any agreement or instrument to which it is
                  a party or by which it is bound, except where such
                  conflict, contravention or breach would not have a material
                  adverse effect on it and its Affiliates taken as a whole or
                  on its ability to perform this Agreement.


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            c.    The execution, delivery and performance by it of this
                  Agreement do not require the consent or approval of or the
                  giving of notice to, the registration with, the recording
                  or filing of any document with, or the taking of any other
                  action in respect of any competent authority, any trustee
                  or holder of any of its indebtedness or obligations any
                  stockholder or any other person or entity, and except where
                  failure to obtain or take such action would not have a
                  material adverse effect on it or a material adverse effect
                  on the transactions contemplated in this Agreement.

      13.2  Each of the foregoing representations and warranties shall
            survive the execution and delivery of this Agreement.


14.   TERM

      14.1  The term of this Agreement shall commence on the date Codeshared
            Services begins and shall continue until the fifth year
            anniversary of such date, unless earlier terminated pursuant to
            Sections 14.2, 18, 24, or as elsewhere provided in this
            Agreement.  At the expiration of the initial term, this Agreement
            shall be automatically renewed for additional terms of one year
            each, unless either party provides written notice to the other
            party of its intent not to renew this Agreement at least  350
            days prior to the end of the initial or any renewal term.

      14.2  This Agreement may be terminated prior to expiration as follows:

            a.    at any time by mutual written consent of the parties hereto;

            b.    by the non-breaching party upon the breach of a material
                  term, agreement, covenant, representation or warranty of
                  this Agreement (other than a breach of Section 6.3, 6.4,
                  6.5, or 6.6 of this Agreement or the failure to otherwise
                  pay any sums due pursuant to this Agreement), including a
                  failure to comply with any material obligations and
                  procedures set forth in the Procedures Manual, provided
                  that the non-breaching party provides the breaching party
                  at least 30 days' prior written notice describing the
                  alleged breach with as much particularity as reasonably
                  practicable.  Termination under this Section 14.2.c shall
                  not be effective if the breaching party, (i) corrects such
                  breach within twenty-five (25) days following receipt of
                  such notice, or (ii) if such breach cannot be corrected in
                  such 25-day period, take actions reasonably contemplated to
                  correct such breach and which do correct such breach no
                  later than 30 days following receipt of such notice.


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            c.    by the non-breaching party upon the breach of Section 6 of
                  this Agreement or the failure to otherwise pay any sums due
                  to the non-breaching party pursuant to this Agreement by
                  the other party, after the non-breaching party provides the
                  breaching party at least 15 days' prior written notice
                  describing, with as much particularity as practical the
                  alleged breach and the breaching party does not, within 7
                  days following receipt of such notice, correct such breach;
                  or


            d.    at any time by Mesa or Frontier upon written notice if the
                  other party (i) makes an assignment for the benefit of
                  creditors; (ii) suspends the payment of or admits in
                  writing its inability to pay, or generally fails to pay,
                  its debts as they become due; (iii) has suspended (as
                  declared by a clearing house) its transactions with banks
                  and/or other financial institutions or proposes or
                  commences a moratorium upon or extension or composition of
                  its debts; (iv) has issued against it any writ, execution,
                  process or abstract of judgment which may have a material
                  adverse effect on it and which is not dismissed, satisfied
                  or stayed within 60 days; (v) files a petition for
                  bankruptcy, composition, corporate reorganization,
                  corporate liquidation, arrangement or special liquidation
                  proceedings; or (vi) ceases all or a substantial part of
                  its operations (other than due to Force Majeure as defined
                  in Section 18).

            e.    if: (i) Mesa's arrival performance as measured by the DOT
                  for the Denver hub falls one and one-half percentage
                  points  below Frontier's arrival performance for the Denver
                  Hub for four of any five consecutive calendar months or
                  (ii) Mesa's flight completion factor (excluding
                  cancellations attributable to weather, air traffic control
                  cancellations, cancellations resulting from an emergency
                  airworthiness directive from the FAA affecting all aircraft
                  similarly equipped, cancellations resulting from the acts
                  or omissions of Frontier or its employees, including,
                  without limitation, damage to aircraft) for the Denver hub
                  falls below * for four of any of five consecutive calendar
                  months (each, a "Cancellation Event"), Frontier, at its
                  election, may by written notice (a "Performance Notice")
                  inform Mesa that if the Cancellation Event is not cured
                  within ninety  (90) days from receipt of such Performance
                  Notice (the "Cure Period"), Frontier, at its option may
                  give a Termination Notice (as defined below).  If the
                  Cancellation Event relates to Mesa's arrival performance, the
                  cure shall be effected by Mesa bringing its arrival
                  performance for such hub to a rate that is equal to or above
                  Frontier's arrival performance as measured by the DOT at the
                  Denver hub during the Cure Period. If the Cancellation Event
                  relates to the Mesa's flight completion factor, the cure shall
                  be effected by Mesa bringing its


                                       13
<PAGE>
                  flight completion factor at the Denver hub to * or higher
                  during the Cure Period. If, after the Cure Period has expired
                  and Mesa has not cured the Cancellation Event as set forth
                  above, then Frontier at any time during the thirty (30) day
                  period following the lapse of the Cure Period without cure
                  may, upon 60 days' prior written notice to Mesa ("Termination
                  Notice"), terminate this Agreement. Frontier and Mesa shall
                  provide each other with written reports, within ten days from
                  the last day of the month, containing the necessary data for
                  the above calculations.

      14.3  Subject to Section 14.4, in the event of termination or
            expiration of this Agreement, Frontier shall take all reasonable
            actions to confirm and preserve  reservations on the Operating
            Carrier for passengers scheduled to be traveling on Marketing
            Carrier Tickets and, as applicable, endorse or otherwise modify
            or reissue such tickets to permit use on the Operating Carrier.
            The Operating Carrier shall accept passengers traveling on such
            tickets as if such reservations had been booked through the
            Operating Carrier using ordinary interline procedures but giving
            effect to the ticket settlement methodology provided in Section
            6.4 of this Agreement.

      14.4  In the event that this Agreement is terminated by the Operating
            Carrier pursuant to Section '4.2.b,c or d, the Operating Carrier, in
            its sole discretion, may decline any or all passengers scheduled to
            be traveling on Marketing Carrier Tickets. The Operating Carrier who
            terminates this Agreement shall be solely responsible for
            transferring the reservations of such passengers to other carriers
            or making other alternative arrangements.

      14.5  Mesa agrees to dedicate five (5) aircraft to Codeshare Flights
            under this Agreement by April 30, 2002 and Mesa agrees that
            absent a material adverse change in its business that it will not
            reduce the size of its fleet in Denver by more than one aircaft
            every two (2) months.

15.   INDEMNIFICATION

      15.1  Subject to the indemnities provided in Section 15.2(a), Mesa
            shall indemnify, defend and hold harmless Frontier and its
            Affiliates and their respective directors, officers, employees
            and agents (individually a "Marketing Carrier Indemnified Party")
            from and against any and all Damages arising out of, caused by or
            occurring in connection with (or alleged to arise out of, be
            caused by or be occurring in connection with):

            a.    the death of or injury to persons (other than employees of
                  Marketing Carrier Indemnified Party while performing
                  services required under this Agreement), delay of
                  passengers or delay or loss of or damage to property
                  (including aircraft, baggage or cargo) occurring while such
                  persons or property are under the control or


                                       14
<PAGE>
                  in the custody of, or being transported by, Mesa, (including
                  for the avoidance of doubt, death of or injury to codeshare
                  passengers traveling on Marketing Carrier Tickets that
                  implement limits of liability with respect to passenger claims
                  that differ from those of the Operating Carrier) except to the
                  extent and degree caused by the willful misconduct of a
                  Marketing Carrier Indemnified Party (in which case Frontier
                  shall indemnify Mesa);

            b.    negligent acts or omissions Mesa which are in any way
                  related to services contemplated by this Agreement to the
                  extent insurable;

            c.    Mesa's breach of any of its representations or warranties
                  set forth in Section 13 of this Agreement;

            d.    infringement of a third party's intellectual property or
                  similar rights by Mesa's logos, trademarks, service marks
                  or trade names; or

            e.    based upon Mesa's provision of or failure to provide
                  carriage or service in conformity with the governing
                  conditions of carriage or orders or regulations binding on
                  the carrier with which the passenger has a contract of
                  carriage.

      15.2  Subject to the indemnities provided in Section 15.1(a), Frontier
            shall indemnify, defend and hold harmless Mesa and its Affiliates
            and their respective directors, officers, employees and agents
            (individually an "Operating Carrier Indemnified Party") against
            any and all Damages arising out of, caused by or occurring in
            connection with (or alleged to arise out of, be caused by or be
            occurring in connection with):

            a.    the death of or injury to persons (other than employees of
                  the Operating Carrier Indemnified Party while performing
                  services required under this Agreement), delay of
                  passengers or delay or loss of or damage to property
                  (including aircraft, baggage or cargo) occurring while such
                  persons or property are under the control or in the custody
                  of, or being transported by, the Marketing Carrier,
                  (including for the avoidance of doubt, death of or injury
                  to codeshare passengers traveling on Marketing Carrier
                  Tickets that implement limits of liability with respect to
                  passenger claims that differ from those of the Operating
                  Carrier) except to the extent and degree caused by the
                  willful misconduct of a Operating Carrier Indemnified Party
                  (in which case Mesa shall indemnify the Marketing Carrier
                  Indemnified Party

            b.    negligent acts or omissions of a Marketing Carrier
                  Indemnified Party which are in any way related to services
                  contemplated under


                                       15
<PAGE>
                  this Agreement to the extent insurable;

            c.    passenger claims based on Frontier' failure to properly
                  issue and complete transportation documentation in
                  accordance with the provisions of the standard IATA, or ATA
                  (as may be appropriate), ticketing procedures, including
                  the failure to put a proper notice of the limits of
                  liability on such documentation or regulatory requirements
                  imposed by governing governmental authorities;

            d.    Frontier' breach of its representations or warranties set
                  forth in Section 13of this Agreement; or

            e.    infringement of a third party's intellectual property or
                  similar rights by Frontier' logos, trademarks, service
                  marks or trade names.

      15.3  A party (the "Indemnified Party") that believes it is entitled to
            indemnification from another party (the "Indemnifying Party")
            pursuant to the terms of this Agreement with respect to a third
            party claim shall provide the Indemnifying Party with written
            notice (an "Indemnification Notice") of such claim (provided,
            however, that the failure to give such notice shall not relieve
            the Indemnifying Party of its obligations hereunder except to the
            extent that such failure is materially prejudicial to the
            Indemnifying Party), and the Indemnifying Party shall be
            entitled, at its own cost and expense and by its own legal
            advisors, to control the defense of or to settle any such
            third-party claim.  The Indemnifying Party shall have the right
            to elect to settle any such claim, for monetary damages only,
            subject to the consent of the Indemnified Party; provided,
            however, if the Indemnified Party fails to give such consent to a
            settlement that has been agreed upon by the Indemnifying Party
            and the claimant in question within 20 days of being requested to
            do so, the Indemnified Party shall, assume the defense of such
            claim or demand and regardless of the outcome of such matter, the
            Indemnifying Party's liability hereunder shall be limited to the
            amount of any such proposed settlement.  If the Indemnifying
            Party fails to take any action against the third-party claim that
            is the subject of an Indemnification Notice within 30 days of
            receiving such Indemnification Notice, or otherwise contests its
            obligation to indemnify the Indemnified Party in connection
            therewith, the Indemnified Party may, upon providing prior
            written notice to, but without the further consent of, the
            Indemnifying Party settle or defend against such third-party
            claim for the account and at the expense of the Indemnifying
            Party.  Except as set forth in this Section 15.3, the Indemnified
            Party shall not enter into any settlement or other compromise or
            consent to a judgment with respect to a third party claim to
            which the Indemnifying Party has an indemnity obligation without
            the prior written consent of the Indemnifying Party.  Each
            Indemnified Party shall have the right, but not the duty, to


                                       16
<PAGE>
            participate in the defense of any claim with attorneys of its own
            choosing and at its own cost, without relieving the Indemnifying
            Party of any obligations hereunder.

      15.4  Each party further agrees to indemnify, defend and hold harmless
            the other from and against any and all Taxes and related
            assessments, levied upon or advanced by the Indemnified Party but
            that ultimately the Indemnifying Party would be responsible for
            paying and resulting from any transaction or activity
            contemplated by this Agreement.

      15.5  The rights and obligations of the parties under this Section 15
            shall survive the termination or expiration of this Agreement.


16.   INSURANCE

      16.1  Mesa shall procure and maintain for the benefit of Frontier
            during the term of this Agreement with insurance carriers of
            known financial responsibility, insurance of the type and in the
            amounts listed below:

            a.    comprehensive airline liability insurance, including
                  comprehensive general liability, passenger (including
                  Codeshared Passengers and all other revenue and non-revenue
                  passengers), baggage, cargo, mail and aircraft third party
                  legal liability (all policies shall be extended to include
                  war risks, hijacking and allied perils), in an amount not
                  less than Three Hundred Million Dollars (US $300,000,000)
                  (or other foreign currency equivalent) per any one
                  occurrence, or any lesser amount traditionally carried in
                  the regional airline industry under similar agreements.
                  This insurance must be primary to the extent of the
                  indemnification obligations of Mesa without right of
                  contribution from any insurance carried by Frontier, and
                  shall (i) name Frontier and the other Marketing Carrier
                  Indemnified Parties as additional insureds, (ii) contain a
                  severability of interest clause and a breach of warranty
                  clause in favor of Frontier, and (iii) specifically insure
                  the Operating Carrier's indemnification obligations under
                  this Agreement;

            b.    hull all risk insurance, including war risk, and such
                  policy shall include a waiver of subrogation in favor of
                  Marketing Carrier to the extent of the indemnity specified
                  in Section 15.1; and

            c.    Workers' compensation and employers' liability insurance or
                  such other similar or equivalent insurance carried outside of
                  the United States, in accordance with statutory limits.


                                       17
<PAGE>
      16.2  Frontier shall procure and maintain for the benefit of Mesa
            during the term of this Agreement with insurance carriers of
            known financial responsibility, insurance of the type and in the
            amounts listed below:

            a.    comprehensive airline liability insurance, including
                  comprehensive general liability, passenger (including
                  Codeshared Passengers and all other revenue and non-revenue
                  passengers), baggage, cargo, mail and aircraft third party
                  legal liability (all policies shall be extended to include
                  war risks, hijacking and allied perils), in an amount not
                  less than Three Hundred Million Dollars (US $300,000,000)
                  (or other foreign currency equivalent) per any one
                  occurrence. This insurance must be primary to the extent of
                  the indemnification obligations of Frontier without right
                  of contribution from any insurance carried by Mesa, and
                  shall (i) name Mesa and the other Operating Carrier
                  Indemnified Parties as additional insureds, (ii) contain a
                  severability of interest clause and a breach of warranty
                  clause in favor of Mesa, and (iii) specifically insure
                  Frontier's indemnification obligations under this Agreement;

            b.    hull all risk insurance, including war risk, and such
                  policy shall include a waiver of subrogation in favor of
                  Operating Carrier to the extent of the indemnity specified
                  in Section 15.1; and

            c.    workers' compensation and employers' liability insurance or
                  such other similar or equivalent insurance carried outside
                  of the United States, in accordance with statutory limits.


      16.3  Both Mesa and Frontier shall provide to each other certificates
            of insurance evidencing the required coverage within five (5)
            Business Days after the effective date of this Agreement and
            thereafter within five (5) days of the date of any renewal of
            such coverage.  The certificates must indicate that the above
            coverage shall not be canceled or materially altered without
            thirty (30) days' advance written notice to either party and that
            either party shall be notified of any expiration or renewal of
            such coverage.  The notice period in respect of war and allied
            perils coverage shall be 7 days or such lesser period as is or
            may be available in accordance with policy conditions.

      16.3  FAMILY ASSISTANCE.  The carriers and their insurers shall
            endeavor to cooperate in post-accident handling to mutually
            ensure that the families of accident victims are treated with the
            dignity, respect and financial assistance to which they are
            entitled.  All parties will act in the spirit of good faith and
            reasonableness.  Cooperation among all parties shall not be
            unreasonably withheld.


                                       18
<PAGE>
            The Operating Carrier shall be responsible for performing, and
            incur all associated costs with respect to, all emergency
            response activities at the accident scene and all Family
            Assistance Activities as required by law (Aviation Disaster
            Family Assistance Act of 1996 - 49 U.S.C. 1136 and 41113.) or
            usual custom and practice.
            The Operating Carrier and its insurers agree to be responsible
            for the following:

                  a.    Costs of defense;

                  b.    All associated post-accident expenses mandated by local
                        and international law and industry agreements;

                  c.    Indemnification to the Marketing Carrier for reasonable
                        services for which the Operating Carrier contracts

                  d.    Safety audits and analyses; and

                  e.    Limits of liability coverage to the extent to which the
                        Marketing Carrier has agreed to in its tariffs or
                        conditions of contract.


17.   TAXES

      17.1  Each party shall be responsible for any net or gross income or
            franchise taxes (or taxes of a similar nature) on the revenues or
            income or any measure thereof which is attributable to it in
            connection with the sale of air transportation pursuant to this
            Agreement.  Each party shall be responsible for and pay such
            taxes on the portion of such revenues or income attributable to
            it in relation to any interline service charge.

      17.2  Frontier (if it is the Ticketing Carrier) shall collect, except
            as otherwise prohibited by law, all Ticket Taxes relating to
            tickets sold or travel documents issued by it with respect to air
            transport pursuant to this Agreement.


                                       19
<PAGE>
18.   FORCE MAJEURE

      Except with respect to the performance of payment obligations under
      this Agreement, neither party shall be liable for delays in or failure
      to perform under this Agreement to the extent that such delay or
      failure (an "Excusable Delay") (a) is caused by any act of God, war,
      natural disaster, strike, lockout, labor dispute, work stoppage, fire,
      serious epidemic or quarantine restrictions, act of government or any
      other cause, whether similar or dissimilar beyond the control of that
      party; and (b) is not the result of that party's lack of reasonable
      diligence.  If an Excusable Delay continues for 20 consecutive days or
      any 30 days out of any 45-day period, the non-delayed party shall have
      the right, at its option to terminate this Agreement by giving the
      delayed party at least 30 days' prior written notice.


19.   GOVERNING LAW

      19.1  This Agreement shall in all respects be governed by and construed
            in accordance with the laws of the State of Colorado (without
            regard to its conflict of laws principles thereof ) including all
            matters of construction, validity and performance.


20.   COVENANT TO COMPLY WITH ALL LAWS

      20.1  In performing its obligations under this Agreement, each party
            shall, at its own cost and expense, fully comply with, and have
            all licenses under, all applicable federal, state, provincial and
            local laws of the United States, including rules and regulations
            promulgated by the U.S. National Transportation Safety Board,
            Department of Transportation, U.S. Federal Aviation
            Administration and the U.S. Department of Defense.

      20.2  If either party has notice that a provision of this Agreement is
            contrary to any applicable laws or governmental regulations, that
            party shall immediately notify the other party in writing, such
            notice to include a description of the perceived violation of
            regulation and supporting written materials that facilitate the
            other party's investigation of such perceived violation.


21.   PUBLICITY

      Except as required by applicable law, neither party may issue any
      written press release concerning this Agreement without the prior
      written consent of the other party (which consent shall not be
      unreasonably withheld or delayed).


                                       20
<PAGE>
22.   CONFIDENTIALITY

      22.1  Except as necessary to obtain any Government Approvals or as
            otherwise provided below, each party shall ensure that its
            directors, officers, employees, Affiliates, and professional
            advisors (collectively, the "Representatives"), at all times,
            maintain strict confidence and secrecy in respect of all
            Confidential Information of the other party (including its
            Affiliates) received directly or indirectly as a result of this
            Agreement.  If a  party (the "Disclosing Party") is requested to
            disclose any Confidential Information of the other party (the
            "Affected Party") under the terms of a subpoena or order issued
            by a court or governmental body, it shall (a) notify the Affected
            Party immediately of the existence, terms and circumstances
            surrounding such request, (b) consult with the Affected Party on
            the advisability of taking legally available steps to resist or
            narrow such request and (c) if any disclosure of Confidential
            Information is required to prevent the Disclosing Party from
            being held in contempt or subject to other legal penalty, furnish
            only such portion of the Confidential Information as it is
            legally compelled to disclose and use commercially reasonable
            efforts (at the cost of the party whose Confidential Information
            is being protected) to obtain an order or other reliable
            assurance that confidential treatment shall be accorded to the
            disclosed Confidential Information.  Each party agrees to
            transmit Confidential Information only to such of its
            Representatives as required for the purpose of implementing and
            administering this Agreement, and shall inform such
            Representatives of the confidential nature of the Confidential
            Information and instruct such Representatives to treat such
            Confidential Information in a manner consistent with this Section
            22.1.

      22.2  Within 90 days after the termination of this Agreement, each of
            Frontier and Mesa shall, either deliver to the other party or
            destroy all copies of the other party's Confidential Information
            in its possession or the possession of any of its representatives
            (including, without limitation, any reports, memoranda or other
            materials prepared by such party or at its direction) and purge
            all copies encoded or stored on magnetic or other electronic
            media or processors, unless and only to the extent that the
            Confidential Information is necessary for the continued
            administration and operation of such party's programs or is
            reasonably necessary in connection with the resolution of any
            dispute between the parties.

      22.3  Each party acknowledges and agrees that in the event of any
            breach of this Section 22, the Affected Party shall be
            irreparably and immediately harmed and could not be made whole by
            monetary damages.  Accordingly, it is agreed that, in addition to
            any other remedy at law or in equity, the Affected Party shall be
            entitled to an injunction or injunctions (without the posting of
            any bond and without proof of actual damages) to prevent breaches
            or threatened breaches of this Section 22 and/or compel


                                       21
<PAGE>
            specific performances of this Section 22.

      22.4  The confidential obligations of the parties under this Section 22
            shall survive the termination or expiration of this Agreement.


23.   ASSIGNMENT

      None of the parties may assign or otherwise convey or transfer any of
      its rights under this Agreement, or delegate or subcontract any of its
      duties hereunder, without the prior written consent of the other
      party.


24.   SEVERABILITY

      If any provision of this Agreement is or becomes illegal, invalid or
      unenforceable under the law of any jurisdiction, such provision shall
      be severed from this Agreement from the jurisdiction in question and
      shall not affect the legality, validity or enforceability of the
      remaining provisions of this Agreement nor the legality, validity or
      the enforceability of such provision under the law of any other
      jurisdiction; unless in the reasonable opinion of either party, any
      such severance affects the commercial basis of this Agreement, in which
      case the party shall so inform the other party and the parties shall
      negotiate to agree upon modification of this Agreement so as to
      maintain the balance of the commercial interests of the parties.  If,
      however, such negotiations are not successfully concluded within 90
      days from the date a party has informed the other that the commercial
      basis has been affected, either party may terminate this Agreement by
      giving at least 30 days' prior written notice to the other party.


25.   EXCLUSIVITY

      25.1  *.

      25.2
            Mesa Minimum Service Routes.  *.


      25.3  Other than as explicitly set forth in Sections 25.1, 25.2 and
            25.5 this Agreement is non-exclusive and does not preclude any
            party from entering into or maintaining marketing relationships,
            including code-sharing, with other carriers.

       25.4 Non-Mesa Exclusive Routes.  *.


                                       22
<PAGE>
      25.5  Except for codeshare agreements with America West Airlines, Inc.,
            USAirways, Inc. and Midwest Express Airlines, Inc., Mesa agrees not
            to enter into another codeshare agreement with a carrier hubbed in
            Denver for markets served by Frontier that originate or end in
            Denver, Colorado.

      25.6  On flights where Mesa operates under the F9* code, Mesa may not
            operate flights under another code other than the "YV" code.




26.   RELATIONSHIP OF PARTIES

      The relationship between Mesa and Frontier shall be that of independent
      contractors.  Each of Mesa and Frontier shall not have and shall not
      represent to any other person that it has, any power, right or
      authority to bind the other, or to assume, or create, any obligation or
      responsibility, express or implied, on behalf of the other, except as
      expressly required by this Agreement or as otherwise permitted in
      writing.  Nothing in this Agreement shall be construed to create
      between Mesa and Frontier and/or their respective Representatives any
      partnership, joint venture, employment relationship, franchise or
      agency.


27.   FURTHER ASSURANCES

      Each party shall perform such further acts and execute and deliver such
      further instruments and documents at such party's costs and expenses as
      may be required by applicable law, rules or regulations or as may be
      reasonably requested by the other to carry out and effectuate the
      purposes of this Agreement.


28.   MISCELLANEOUS

      28.1  This Agreement contains the entire agreement between the parties
            relating to its subject matter, and supersedes any prior
            understandings or agreements between the parties regarding the
            same subject matter.  This Agreement may not be amended or
            modified except in writing signed by a duly authorized
            representative of each party.

      28.2  Unless otherwise expressly required in this Agreement, all
            notices, reports, invoices and other communications required or
            permitted to be given to or made upon a party to this Agreement
            shall be given in accordance with the procedures set forth in the
            Procedures Manual.

      28.3  All rights, remedies and obligations of the parties hereto shall
            accrue and apply solely to the parties hereto and their permitted
            successors and


                                       23
<PAGE>
            assigns; there is no intent to benefit any third parties, including
            the creditors of either party.

      28.4  This Agreement may be executed and delivered by the parties in
            separate counterparts, each of which when so executed and
            delivered shall be an original, but all of which taken together
            shall constitute one and the same instrument.

      28.5  No failure to exercise and no delay in exercising, on the part of
            any party, any right, remedy, power or privilege hereunder, shall
            operate as a waiver thereof; nor shall any single or partial
            exercise of any right, remedy, power or privilege hereunder
            preclude any other or further exercise thereof of the exercise of
            any other right, remedy, power or privilege.  The rights,
            remedies, powers and privileges herein provided are cumulative
            and not exclusive of any rights, remedies, powers and privileges
            provided by law.  The failure of any party to insist upon a
            strict performance of any of the terms or provisions of this
            Agreement, or to exercise any option, right or remedy herein
            contained, shall not be construed as a waiver or as a
            relinquishment for the future of such term, provision, option,
            right or remedy, but the same shall continue and remain in full
            force and effect.  No waiver by any party of any term or
            provision of this Agreement shall be deemed to have been made
            unless expressed in writing and signed by such party.

      28.6  This Agreement is the product of negotiations between Frontier
            and Mesa, and shall be construed as if jointly prepared and
            drafted by them, and no provision hereof shall be construed for
            or against any party by reason of ambiguity in language, rules of
            construction against the drafting party, or similar doctrine.


                                       24
<PAGE>
      28.7  NEITHER PARTY SHALL BE LIABLE FOR ANY EXEMPLARY PUNITIVE, SPECIAL
            OR CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUES, LOST PROFITS
            OR LOST PROSPECTIVE ECONOMIC ADVANTAGE, ARISING FROM ANY
            PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, EVEN IF
            SUCH PARTY KNOWS OR SHOULD HAVE KNOW OF THE POSSIBILITY THEREOF,
            AND EACH PARTY HEREBY RELEASES AND WAIVES ANY CLAIMS AGAINST THE
            OTHER PARTY REGARDING SUCH DAMAGES.  FOR THE AVOIDANCE OF DOUBT,
            THE PARTIES AGREE THAT THE FOREGOING SHALL NOT LIMIT A PARTY'S
            OBLIGATION TO INDEMNIFY THE OTHER IN ACCORDANCE WITH SECTION 16
            FOR DAMAGES ARISING OUT OF OR RELATING TO CLAIM, SUIT OR CAUSE OF
            ACTION BY A THIRD PARTY.

  28.8      Unless otherwise expressly set forth in this Agreement, all
            notices, reports, invoices and other communications required
            hereunder to be given to or made upon any party shall be in writing,
            shall be addressed as provided below and shall be considered as
            properly given and received (i) when delivered, if delivered in
            person (and a signed acknowledgment of receipt is obtained); (ii)
            one Business Day after dispatch if dispatched by a recognized
            express delivery service which provides signed acknowledgments of
            receipt; or (iii) three Business Days after deposit in the U.S.
            mail, if sent by certified or registered first class mail, postage
            prepaid, return receipt requested. For the purposes of notice, the
            addresses of the parties shall be as set forth below; provided,
            however, that either party shall have the right to change its
            address for notice to any other location by giving at least three
            Business Days prior written notice to the other party in the manner
            set forth above.

            If to Frontier:

                  7001 Tower Road
                  Denver, Colorado  80249
                  Attention: Vice President- Marketing and Planning
                  Phone:  720/374-4200
                  Facsimile:  720/374-4375

                  with a copy to Attention:  General Counsel


                                       25
<PAGE>
            If to Mesa:

                  410 North 44th  Street, Suite 700
                  Phoenix, Arizona 85008
                  Attention: Vice President - Planning
                  Phone:  602/685-4000
                  Facsimile:  602/685-4350

                  with a copy to Attention:  General Counsel

      28.9  Each carrier shall have the right, at its own cost, to inspect,
            review, and observe the other carrier's operations of Codeshared
            Flights, and/or to conduct a full safety and/or service audit of
            the other carriers operations, manuals and procedures reasonably
            related to the Codeshared Flights, at such intervals as each
            carrier shall reasonably request.  In the exercise of such right,
            neither carrier shall undertake any responsibility for the
            performance of the other's operations.  Each carrier shall
            carrier shall coordinate it's safety and service audits with the
            other so as to avoid disruptions of the other carrier's
            operations.  Any safety audit may include, without limitation,
            maintenance and operation procedures, crew planning,
            reservations, passenger and baggage handling, customer service,
            personnel records, spare parts, inventory records, training
            records and manuals, flight training and operational records.

      IN WITNESS WHEREOF, the day authorized representatives of the parties
have executed this Agreement as of the date first indicated above.

FRONTIER AIRLINES, INC.             MESA AIRLINES, INC.


By:    ___________________________           By:    ___________________________
Name:  ___________________________           Name:  ___________________________
Title: ___________________________           Title: ___________________________


Attachments:

Annex A - Definitions
Annex B - Codeshared Flights
Annex C - Mesa Mininum Service Markets and Mesa Exclusive Routes



                                       26
<PAGE>
                                     ANNEX A
                                   DEFINITIONS

"ACH" means Airlines Clearing House, Inc., a clearing house which administers
and implements revenue settlement between carriers by reference to ACH's
Manual of Procedure.

"Affiliate" means with respect to any person or entity, any other person or
entity directly or indirectly controlling, controlled by, or under common
control with, such person or entity.  For purposes of this definition,
"control" (including "controlled by" and "under common control with") means
the power directly or indirectly, to direct or cause the direction of the
management and policies of such person or entity, whether through the
ownership of voting securities, by contract or otherwise.

"Airline Guides" means the printed and electronic data versions of the
"Official Airline Guide" and its respective successor.

"ATA" means the Air Transport Association.

"Business Day" means any day other than a Saturday, Sunday or other day on
which banking institutions in New York, New York are required by law,
regulation or executive order to be closed.

"Codeshared Flights" means all flights operated by Mesa which carry the
Frontier "F9" flight designator code.  Such flights shall be established by
mutual agreement, and specifically include services operated on Mesa
Exclusive Routes and Mesa Minimum Service Routes.  The currently agreed
routes for all such flights are listed in Annex B; routes may be added or
deleted from Annex B upon mutual agreement of Frontier and Mesa and shall be
reflected in a signed written amendment to Annex B.

"Codeshared Passenger" means a passenger traveling on a Marketing Carrier
Ticket.

"Codeshared Services" means the actual transportation of passengers on
Codeshared Flights per this Agreement.

"Conditions of Carriage" means those tariffs and rules of carriage of a party
that govern the transport of passengers traveling on tickets showing such
party's two letter flight designator code in the carrier code box of the
flight coupon.

"Confidential Information" means (a) all confidential or proprietary
information of a party, including, without limitation, trade secrets,
information concerning past, present and future research development,
business activities and affairs, finances, properties, methods of operation,
processes and systems, customer lists, customer information (such as
passenger name record or "PNR" data) and computer procedures and access
codes; and (b) the terms and conditions of this Agreement and any reports,
invoices or other communications between the parties given in connection with
the negotiation or


                                       27
<PAGE>
performance of this Agreement; and (c) excludes (i) information already in a
party's possession prior to its disclosure by other party; (ii) information
obtained from a third person or entity that is not prohibited from transmitting
such information to the receiving party as a result of a contractual, legal or
fiduciary obligation to the party whose information is being disclosed; (iii)
information that is or becomes generally available to the public, other than as
a result of disclosure by a party in violation of this Agreement; or (iv)
information that has been or is independently acquired or developed by a party,
or its Affiliate, without violating any of its obligations under this Agreement.

"CRS"  means a computerized reservations system owned or operated by any
entity, including either party to this Agreement, that contains information
about commercial airline schedules, fares, cargo rates, passenger and cargo
tariff rules and flight availability that is made available to travel agents,
cargo agents, and other non-airline entities to facilitate their ability to
make reservations and issue tickets and air waybills.

"Damages" means all claims, suits, causes of action, penalties, liabilities,
judgments, fines, losses and expenses of any nature or kind whatsoever under
the laws of any jurisdiction (whether arising in tort, contract, under the
Warsaw Convention and related instrument, or otherwise), including reasonable
costs and expenses of investigating, preparing or defending any claim, suit,
action or proceeding (including post judgment and appellate proceedings or
proceedings that are incidental to the successful establishment of a right of
indemnification), such as reasonable attorneys' fees and fees for expert
witnesses, consultants and litigation support services, but not including
internal expenses of the indemnified party, such as employee salaries and the
costs of cooperating in the investigation, preparation or defense of claims.

"IATA" means the International Air Transport Association.

"ISC" means the Interline Service Charge. The Interline Service Charge (ISC),
as determined and published by the ACH, is the percentage charged on an
interline billing to reimburse the billing carrier for travel agent
commission they paid on the ticket when it was reported to the Airlines
Reporting Corporation (ARC).  Due to the various commission rates paid by all
carriers, ARC looks at the amount of commission paid and the base fare of all
tickets reported to them and this determines the ISC rate charged for the
following three months.  An Airlines Clearing House (ACH) memo is distributed
to all participating carriers quarterly to inform them whether or not this
average commission percentage changes or not.

"Marketing Carrier Ticket" means a ticket issued by Frontier, Mesa or a third
party for travel on a Codeshared Flight showing Frontier' two letter flight
designator code in the carrier code box of the flight coupon.

"Marketing Flight(s)" means a Codeshared Flight when shown only as a flight of
Frontier.


"Mesa Exclusive Routes" means *.


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<PAGE>
"Mesa Minimum Service Routes" means *.

"Operating Carrier" means the party having operational control of an aircraft
used for a given Codeshared Flight.

"Procedures Manual" means a detailed procedures manual prepared by the
parties for implementing the transactions contemplated by this Agreement.

"Reservations System" means the internal computerized airline passenger or
cargo reservations system used by the personnel of an airline that contains
information about flight schedules, fares, cargo rates, passenger and cargo
tariff rules and seat availability of that airline and other carriers, and
provides the ability to make reservations and issue tickets or air waybills.

"Ticketing Carrier" means a carrier whose traffic documents are used to issue
a ticket.

"Ticket Taxes" means any transactional taxes or passenger facility charges,
including, without limitation, sales taxes, use taxes, stamp taxes, excise
taxes, value added taxes, gross receipt taxes, departure taxes, surcharges
and travel taxes, and all related charges, fees, licenses or assessments (and
any interest or penalty thereon) imposed by any authority in any country, or
political subdivision thereof or public authority operating therein
(including, without limitation any national, federal, state, provincial,
territorial, local, municipal, port or airport authority) or levied upon it
by operation of applicable law, or industry standard.  Ticket Taxes together
with the taxes referred to in Section 18 are hereinafter collectively
referred to as "Taxes".

"$" or USS" or "Dollars" means lawful currency of the United States of
America.


                                       29
<PAGE>
                                     ANNEX B


CODESHARED FLIGHTS                              IMPLEMENTATION DATE

Between Denver and:
------------------

                  *


                                       30
<PAGE>
                                     ANNEX C


MESA MINIMUM SERVICE ROUTES

Between Denver and:
------------------

                  *



MESA EXCLUSIVE ROUTES

                  Between Denver and:
                  ------------------

                  *



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