DEFERRAL AGREEMENT

                                     (N85GL)



     THIS DEFERRAL AGREEMENT (this "Agreement"), dated as of November 1, 2002,

is made by and between FINOVA CAPITAL CORPORATION, a Delaware corporation

("FINOVA"), and GREAT LAKES AVIATION, LTD., an Iowa corporation ("Great Lakes").



                              W I T N E S S E T H:



     WHEREAS, FINOVA is a commercial finance and leasing company headquartered

in Scottsdale, Arizona; and



     WHEREAS, FINOVA, among other things, leases commercial aircraft to airlines

and other aircraft operators; and



     WHEREAS, Great Lakes operates as a commercial passenger airline certified

by the U.S. Federal Aviation Administration; and



     WHEREAS, FINOVA, as lessor, and Great Lakes, as lessee, entered into a

Lease Agreement [N281UE] dated as of October 19, 1995, as thereafter

supplemented and amended (the "N92GL Lease"), concerning the lease of an Embraer

model EMB-120RT aircraft, bearing manufacturer's serial number 120.092 and

current U.S. Registration No. N92GL, together with two (2) Pratt & Whitney model

PW-118 aircraft engines associated therewith; and



     WHEREAS, FINOVA, as lessor, and Great Lakes, as lessee, also entered into a

Lease Agreement [N279UE] dated as of October 19, 1995, as thereafter

supplemented and amended (the "N85GL Lease"), concerning the lease of an Embraer

model EMB-120RT aircraft, bearing manufacturer's serial number 120.085 and

current U.S. Registration No. N85GL, together with two (2) Pratt & Whitney model

PW-118 aircraft engines associated therewith (the "N85GL Aircraft"); and



     WHEREAS, certain disputes have arisen between FINOVA and Great Lakes under

each of the N92GL Lease and the N85GL Lease; and



     WHEREAS, as a result of such disputes, FINOVA filed a two-count complaint

(the "Complaint") against Great Lakes in the United States District Court for

the District of Arizona (the "Court"), Case No. CIV 02-0362-PHX-SMM; and



     WHEREAS, Count One of the Complaint concerns Great Lakes' alleged liability

under the N85GL Lease and Count Two of the Complaint concerns Great Lakes'

alleged liability under the N92GL Lease; and



     WHEREAS, the dispute between FINOVA and Great Lakes under the N92GL Lease

has been resolved pursuant to the terms and conditions of the Settlement

Agreement and Covenant Not to Execute dated as of August 1, 2002 between FINOVA

and Great Lakes (the "N92GL Settlement Agreement"); and



{PAGE}



     WHEREAS, FINOVA and Great Lakes wish to negotiate a settlement of the

dispute existing between them under the N85GL Lease (the "N85GL Lease Dispute");

and



     WHEREAS, while FINOVA and Great Lakes proceed with such negotiations,

FINOVA, on the terms and conditions set forth below, is willing to withdraw its

notices of default relating to the N85GL Lease Dispute and to dismiss (without

prejudice to refiling such action) Count One of the Complaint;



     NOW, THEREFORE, in consideration of the mutual covenants set forth herein,

FINOVA and Great Lakes hereby agree as follows:



     1.   Definitions.



          (a) All of the definitions set forth in the above recitals are hereby

incorporated in this Section 1 as if fully set forth herein.

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