GROUND LEASE CONSTRUCTION OF AIRPLANE HANGAR AND RAMP MESABA AVIATION, INC.

WHEREAS, the lease of the facilities to be constructed thereon is the subject of a Special Facilities Lease entered into simultaneously with the execution of this Lease.

NOW, THEREFORE, in consideration of the premises and mutual undertakings of the parties hereto, it is agreed as follows:

1.                                        PREMISES

LESSOR, for and in consideration of the rents specified herein and the stipulations and covenants herein given on the part of LESSEE, by these presents does grant, demise and lease unto LESSEE for LESSEE’s exclusive use, and LESSEE does hereby hire and take from LESSOR the following land for the construction of an airplane hangar, ramp and related facilities, located at the Airport as delineated on Exhibit A.

Part of the Northwest 1/4 of the Northeast 1/4 and part of Northeast 1/4 of the Northwest 1/4 of Section 26, Town 3 South, Range 9 East, Romulus Township, Wayne County, Michigan.

More fully described as commencing at the North 1/4 corner of said Section 26; thence south 28 40’ 10” West 33.12 feet to the point of beginning; thence South 28 40’ 10” West 764.99 feet; thence North 61 19’ 50” West 710.00 feet; thence North 28 40’ 10” East 345.00 feet; thence North 87 15’ 55” East 276.31 feet parallel with the North line of said section 26 to the point of beginning; and subject to a 25 foot wide utility easement along the western lease line of such Premises. Containing approximately 394,000 square feet.

2.                                        USE OF PREMISES

A.                                    LESSEE shall have the right, subject to the terms, conditions and covenants set forth in this Lease to construct an airplane hangar, ramp and related facilities on the Premises

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and use the Premises for any and all purposes in connection with the operation by LESSEE of its air transportation business, and for no other purpose.

The ramp and connection to the taxiway to be constructed is normally the obligation of the LESSOR; however, since the LESSOR is not presently in a financial condition to provide the financing for the ramp and connector, the LESSEE may construct the ramp pursuant to a County permit and be reimbursed its direct engineering and construction not to exceed $550,000 plus cost of financing through rent credits, pro rata, in equal monthly payments over the five year period following completion of construction. The rent credits shall apply against leasehold obligations hereunder, and all landing fees or activity fees due the COUNTY from LESSEE’s use of the Airport.

Cost of construction shall include surveys, soil borings or testing, preliminary engineering, design engineering, construction, engineering and inspection, as well as the actual contract cost of construction.

3.                                        TERM

The lease term for the Premises shall commence upon the date the LESSEE enters upon, with permission of LESSOR, the site for commencement of construction of the facilities contemplated in the Special Facilities Lease and shall terminate at the date set for the termination of the Special Facilities Lease unless terminated earlier as provided herein. The date of commencement of this Lease shall be confirmed in writing between the parties. This Lease shall be extended for an additional five (5) year period if the Special Facilities Lease is extended for an additional five (5) year period.

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The rental rates for such extension period for the building, ramp, parking area and unimproved areas shall be comparable to those rates in effect at the time of such extension for similar premises on the Airport.

4.                                        RENTAL AND SECURITY DEPOSIT

1.                                        Rental: As consideration for LESSEE’s preferential use of the ramp and connection to the taxiway, LESSEE shall pay LESSOR an annual rental based upon the following schedule:

The rental rate shall be subject to adjustment on January 1, 1996 and on January 1st each year thereafter during the term of this lease in accordance with the increase in the index of hourly earnings as described hereafter using November 1, 1995 as the base. The annual ramp rental for the first year beginning 1990 shall be one thousand eight hundred forty five Dollars ($1,845.00) payable in equal monthly installments of one hundred fifty three dollars and seventy five cents ($153.75).

2.                                        As consideration for LESSEE’s exclusive use of the balance of the Premises, LESSEE shall pay LESSOR an annual rental of seventy one thousand

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four hundred twenty dollars and no cents ($71,420.00) payable in equal monthly installments of five thousand nine hundred fifty one dollars and sixty-seven cents ($5,951.67) which rental is based upon an initial rate of twenty cents ($.20) per square foot per year and the total number of square feet of the Premises. The annual rental shall be subject to adjustment on January 1, 1991 and January 1 each year thereafter during the term hereof in accordance with the following:

On January 1, 1991, the aforesaid rental rate of twenty cents ($.20) per square foot per year shall be increased or decreased, as the case may be, by a percentage which shall be the same as the percentage increase or decrease during the period commencing November 1, 1990, in the Index of Average Hourly Earnings Excluding Overtime, of Production Workers on Manufacturing Payrolls, as published by the Bureau of Labor Statistics of the United States Department of Commerce (or if this index is no longer published, then the most nearly comparable published index of such hourly earnings). The amount calculated shall be rounded off to the nearest one-half cent to determine the adjusted rental rate per square foot which shall be the basis for computing the annual rental for the year commencing January 1, 1991. On January 1, 1992, and on the same date each year thereafter during the Term hereof, the rental rate per square foot shall be adjusted and the annual rental for the ensuing year increased or decreased, as the case may be, in the same manner as set forth above, based on the percentage increase or decrease in the aforesaid index of hourly earnings during the immediately preceding twelve (12) month period ending October 31.

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5.                                        CONSTRUCTION OF FIXED IMPROVEMENTS

LESSEE shall construct upon the Premises a Hangar and related facilities for use in the LESSEE’s air transportation business, and a ramp immediately adjacent to the Premises provided that the cost of constructing the fixed improvements shall not be less than three million dollars ($3,000,000.00).

6.                                        MAINTENANCE OF PREMISES

LESSEE shall keep and maintain the Premises, including appropriate landscaping, in a sanitary and sightly condition. In the event LESSEE fails to perform any obligation required by this section within thirty (30) days after written notice from LESSOR so to do, LESSOR may enter upon the Premises and perform such obligation, and charge LESSEE the reasonable cost and expense thereof. LESSEE shall pay LESSOR such charge in addition to any other amounts payable by LESSEE pursuant to this lease.

LESSEE agrees to remove, or cause the removal of, at its own expense, from the Premises, all waste, garbage and rubbish; and agrees not to deposit same on any part of the Airport, except that LESSEE may deposit same temporarily within the Premises in connection with collection or removal thereof.

7.                                        QUIET ENJOYMENT

LESSOR covenants and agrees that, at and until the granting and delivery of this Lease, it is well seized of the Premises and has good title thereto, free and clear of all liens and encumbrances having priority over this Lease; and that LESSOR has the right and authority to lease the same as herein set forth. LESSOR further covenants that all things have happened and been done to make its granting of said Lease effective; and, except as otherwise specifically provided in this Lease, LESSOR warrants to LESSEE peaceful possession and quiet enjoyment

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of the Premises during the term hereof, except for aircraft noise generated in the normal use of the Airport, upon performance of LESSEE’s covenants herein.

8.                                        INDEMNIFICATION

LESSEE agrees to defend, indemnify and hold LESSOR harmless from any and all claims or against all liability for injuries to persons or damage to property arising out of LESSEE’s use and/or occupancy of the Premises or fixed improvements thereon; provided, however, that LESSEE shall not be liable for any injury, damage or loss caused by the sole negligence of LESSOR or by the joint and/or several negligence of LESSOR and any persons other than LESSEE; provided further, that each of the parties shall give to the other party prompt and timely notice of any claim made or suit instituted which in any way directly or indirectly, contingently or otherwise, affects or might affect either party.

9.                                        SALE, ASSIGNMENT, TRANSFER, OR SUBLEASE

LESSEE shall not sell, assign, or transfer this lease, or sublet the Premises or any part thereof without the prior written consent of LESSOR; provided, however, such consent shall not be withheld for any assignee of LESSEE under the Special Facility Lease and consent will not be withheld if the purchaser, assignee, transferee or sublessee be a parent or subsidiary of LESSEE or closely allied to LESSEE by merger, consolidation or amalgamation; and LESSEE shall have the right to mortgage and assign all of its rights under this lease to a lending institution (the “Mortgagee”) as security for the financing necessary to carry out the construction of the facilities hereinabove described (herein the “Leasehold Mortgage”) and provided further, that in such case LESSEE, as seller, assignor, transferor or sublessor, shall continue to be guarantor for the good and faithful performance of all terms, conditions and covenants contained herein; and the Mortgagee shall have the right to sell LESSEE’s leasehold interest to a purchaser at a foreclosure

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sale of LESSEE’s interest under this lease pursuant to the Leasehold Mortgage; and the LESSEE shall have the right to assign LESSEE’s rights under this lease to the Mortgagee in lieu of such foreclosure; and the LESSEE or the Mortgagee shall have the right to assign LESSEE’s rights under this lease to a third party in connection with or in lieu of a foreclosure; upon acquisition by the Mortgagee of LESSEE’s interests under this lease by foreclosure or deed in lieu of foreclosure, and upon acquisition by a purchaser from the Mortgagee of LESSEE’s interests in this lease, LESSOR agrees to recognize the Mortgagee or such purchaser, as the case may be, as the LESSEE under this lease. Mortgagee and/or such purchaser, as successor to LESSEE’s interest in this lease, shall not be personally liable for any of the obligations of LESSEE under this lease accruing prior to the date of becoming the LESSEE. In any event, the Mortgagee or any such purchaser shall use the Premises solely for airport transportation purposes.

10.                                  ENCUMBRANCES

LESSEE, upon prior written approval of the LESSOR may encumber as collateral or security its leasehold estate and Fixed Improvements by mortgage or conditional assignment of this lease as security, providing the same shall provide for payment of the indebtedness thereby secured not later than the date of expiration of the primary term of this lease. In such event, the Mortgagee may deliver to LESSOR written notice showing the amount of the obligation secured by such Leasehold Mortgage, the date of the maturity of the indebtedness thereby secured, and the name and post office address of such Mortgagee. In the event such notice shall be given, then and thereafter, the LESSOR shall serve on such Mortgagee by certified mail, at the address given or any address thereafter given, a copy of every notice served by LESSOR upon LESSEE in the event of nonperformance or default of any term, condition or covenant hereof, during the

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existence of such Leasehold Mortgage and the following rights and benefits under this lease shall inure to, and be enforceable by such Mortgagee:

A.                                    Right to Cure: In the event of nonperformance or default of any term, condition or covenant hereof to be kept and performed by LESSEE during the existence of any such Leasehold Mortgage, the Mortgagee shall have the right, within thirty (30) days after the expiration of the time limit prescribed in the nonperformance or default notice to LESSEE, to perform and comply with all the terms, conditions and covenants of this lease to be kept and performed by LESSEE, and to make all payments required of LESSEE by this lease and by so doing thus cure and remove any such nonperformance or default as if the same had been done and performed by LESSEE. If the nature of the nonperformance or default is such that it cannot be cured within thirty (30) days after the expiration of the time limit prescribed in the nonperformance or default notice to LESSEE, the Mortgagee shall be deemed to have cured such nonperformance or default if it has commenced performance and thereafter diligently prosecutes same to completion, or diligently pursues foreclosure proceedings or the obtaining of a deed in lieu of foreclosure with respect to LESSEE’s interest in the Premises. The LESSOR will permit the Mortgagee to enter upon the Premises and will accept performance by the Mortgagee of any covenant, agreement or obligation of LESSEE with the same effect as though performed by LESSEE in order to permit any specific default to be cured by the Mortgagee.

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B.                                      Rights on Termination of LESSEE’s Interest.

If LESSEE’s interests under this lease shall be terminated as a result of the rejection or disaffirmance of this lease pursuant to bankruptcy law or other law affecting creditor’s rights, or if this lease shall be terminated on account of a default which is not capable of being cured by the Mortgagee, LESSOR hereby irrevocably agrees to permit the assumption by the Mortgagee, or any party designated by the Mortgagee,