EMPLOYMENT AGREEMENT



        EMPLOYMENT AGREEMENT ("Agreement") made this 31st day of December, 2002

by and between Great Lakes Aviation, Ltd., an Iowa corporation ("Company"), and

Douglas G. Voss ("Employee").



        WHEREAS, the Company and Employee desire to enter into this Agreement to

set forth all terms and conditions of Employee's employment by the Company.



        NOW, THEREFORE, in consideration of the premises, the mutual covenants

and agreements hereinafter set forth and other good and valuable consideration,

the receipt and sufficiency whereof are hereby acknowledged, Employee and the

Company desire to enter into this Agreement, upon the terms and conditions

hereinafter set forth.



        1.      Employment; Duties. During Employee's employment hereunder, he

shall serve at the discretion of the Board of Directors as the Company's

Chairman of the Board of Directors, and shall preside at all meetings of the

Board of Directors. As Chairman the duties will include but not be limited to

such areas as setting meeting times, agendas and coordinating board discussions

on items, voting where required and oversight of the proper recordings of such

procedures, and shall also perform such other duties as may properly belong to

the office or as shall be prescribed from time to time by the Board of

Directors. Employee will not have the day-to-day responsibilities for making

decisions relating to the Company's operations other than those related to Board

Approved Company policies and oversight matters. Employee shall be provided

support as directed by the board of directors to perform his duties as Chairman.

Employee shall perform his duties as directed by the board of directors.

Additionally, Employee shall do such traveling as may reasonably be required by

the Company in connection with the performance of his duties and

responsibilities. Employee represents and warrants to the Company that (a) his

acceptance of employment under this Agreement and his performance of the duties

contemplated herein are not in conflict with any obligation, undertaking or

agreement between Employee and any third party and (b) he has not and will not,

during the course of his employment with the Company, utilize or disclose

outside of his authorized responsibilities as an Employee any confidential or

proprietary information, trade secrets, materials, documents or company property

without authorization of the board of directors.



        2.      Term. The employment of Employee by Company as provided in

Section 1 will commence on December 31, 2002, and end on the day preceding the

second anniversary date of this Agreement ("Expiration Date"), unless terminated

as hereinafter provided or extended. A renewal or extension may be considered by

the board of directors at their discretion twelve months prior to the Expiration

Date as noted.



{PAGE}



        3.      Compensation and Related Matters.



                3.1     Base Salary. The Company shall pay to Employee an annual

        base salary of One Hundred Twenty Thousand Dollars ($120,000), payable

        in periodic installments in accordance with the standard payroll

        practices of the Company in effect from time to time.



                3.2     Fringe Benefits. Employee shall be entitled to

        participate in and to receive benefits on an ongoing basis as are

        customarily provided to the executive officers of the Company.



                3.3     Expenses. Company will reimburse Employee for all

        reasonable business expenses incurred in performing services hereunder,

        upon Employee's presentation to Company from time to time of itemized

        accounts describing such expenditures, all in accordance with Company's

        policy in effect from time to time with respect to the reimbursements of

        business expenses.



                3.4     Withholding. As applicable, all payments to Employee

        under this Section 3 shall be subject to required withholding for

        federal and state income taxes, FICA contributions and other required

        deductions.



                3.5     Stock Options. Employee and the Company shall enter into

        a Stock Option Agreement pursuant to the Company's 1993 Stock Option

        Plan, to be dated effective December 31, 2002, or such other date that a

        corporate restructuring is effectuated. Employee will be granted 200,000

        stock options to purchase shares of the Company's common stock at an

        exercise price of $0.40 per share. Such options shall vest ratably on

        the first and second anniversary date of this Agreement.



        4.      Termination.



                4.1     Elimination as Director. Employee's employment hereunder

        shall terminate upon a decision by the Board of Directors to terminate

        his employment as Chairman of the Board.



                4.2     Death. Employee's employment hereunder shall terminate

        upon his death.



                4.3     By Company for Disability. Subject to applicable law,

        Company shall have the right to terminate Employee's employment

        hereunder if Employee becomes Disabled, upon delivery of a Notice of

        Termination to Employee. For the purposes hereof Employee shall be

        deemed "Disabled" if: (i) as a result of Employee's incapacity due to

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