Revenue Sharing Agreement

FIRST AMENDMENT TO CODE SHARE
AND REVENUE SHARING AGREEMENT


This FIRST AMENDMENT TO CODE SHARE AND REVENUE SHARING AGREEMENT (this "First Amendment") is dated to be effective the 27th day of April, 2001 (the "Effective Date"), between AMERICA WEST AIRLINES, INC., a Delaware corporation ("AWA"), and MESA AIRLINES, INC., a Nevada corporation ("MESA").


RECITALS:


A. AWA and MESA have entered into a Code Share and Revenue Sharing Agreement, entered into as of March 20, 2001, to be effective retroactive to February 1, 2001 (the "Code Share Agreement"), to provide scheduled air transportation services as America West Express. All capitalized terms used herein but not defined shall have the meaning given to such terms in the Code Share Agreement.


B. AWA and MESA desire to amend the Code Share Agreement to provide additional time for MESA to execute the Aircraft Contract.


NOW, THEREFORE, in consideration of the recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, AWA and MESA agree as follows:


AMENDMENTS


1. The parties agree that Paragraph 1 of the Code Share Agreement shall be amended in its entirety as follows:


Effectiveness. This Agreement replaces the Original Agreement effective
upon the date (the "Effective Date") that MESA executes a binding
agreement to acquire the CRJ Aircraft required to be provided by MESA
pursuant to Section 2.2.2 of this Agreement (the "Aircraft Contract").
MESA shall provide AWA with written notice of the date the Aircraft
Contract is executed together with copies of the Aircraft Contract. On the
date of execution of the Aircraft Contract, all of the terms and
provisions of ...