GREAT LAKES AVIATION LTD
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>19
<FILENAME>dex1023.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>


                                                                   EXHIBIT 10.23

                              EMPLOYMENT AGREEMENT

        EMPLOYMENT AGREEMENT ("Agreement") made this 31st day of December, 2002
by and between Great Lakes Aviation, Ltd., an Iowa corporation ("Company") and
Charles R. Howell ("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 as the Company's Chief Executive Officer and have the overall
responsibility for the performance of the Company. Employee will have the
day-to-day responsibility for making decisions relating to all aspects of the
Company's flight operations, maintenance, marketing, scheduling, customer
service, personnel, administrative functions, finance and government relations
functions of the airline, and shall have the authority to and shall perform such
functions and exercise such powers and duties as are customary for such
position. Employee shall devote his full time, attention, knowledge and skill
exclusively to the loyal service of the Company and shall perform all duties
reasonably assigned to him by the Board of Directors of the Company.
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 including, without limitation,
any of Employee's former employers, and (b) he has not and will not, during the
course of his employment with the Company, disclose or utilize without
permission any confidential or proprietary information, trade secrets,
materials, documents or property owned by any third party including, without
limitation, any of Employee's former employers.

        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. Such Expiration Date may be extended for up
to two successive in one year terms, unless either Employee or Company gives the
other written notice at least six months prior to the anniversary date of
intention not to extend this Agreement,. The Board of Director's will for it's
part complete a contract review for the purpose of an extension and or closure
six months before the Expiration Date 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. Employee's base
        salary shall be reviewed for potential adjustments on the basis of
        performance from time to time.

                3.2     Incentive Compensation. Employee shall be entitled to
        participate in an incentive compensation program to be developed by the
        Company, and approved by the Board of Directors, to be effective
        December31, 2002, or such other time as a corporate restructuring is
        effectuated.

                3.3     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.

                3.4     Vacation. Employee shall be entitled to four weeks of
        vacation in each fiscal year which, without approval by the Board of
        Directors, cannot be banked from year-to-year determined in accordance
        with Company's vacation policy approved from time to time. Employee
        shall also be entitled to all paid holidays and personal days given by
        Company to its employees generally.

                3.5     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.

                3.6     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.

                3.7     Place of Employment. The place of Employee's employment
        (the "Place") is Cheyenne, Wyoming. Such Place may change to accommodate
        the needs of the Company. Reasonable and necessary moving expenses from
        Nashville to Cheyenne will be reimbursed by the Company.

                3.8     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.

                                        2

<PAGE>

        4.      Termination.

                4.1     Death. Employee's employment hereunder shall terminate
        upon his death.

                4.2     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
        physical or mental illness, including without limitation, chemical
        dependency, Employee shall have been unable to perform the major duties
        of his employment for three months (whether or not consecutive) during
        any twelve month period; or (ii) Employee is found to be permanently
        disabled by (A) any insurer pursuant to the terms of any insurance
        contract then in effect, (B) the Social Security Administration for
        purposes of Social Security disability payments or (C) by any tribunal
        or court. Upon request of the Board of Directors (or if there be only
        two members of the Board of Directors) by any member of the Board of
        Directors, Employee agrees to submit to successive medical examinations
        by such physicians as may be designated by the Board of Directors and
        shall consent to the disclosure of the results of such examinations and
        a prognosis relative to Employee's condition. Any and all such
        examinations shall be conducted at the expense of the Company.

                4.3     By Company for Cause. Company may terminate Employee's
        employment hereunder for Cause. For purposes of this Agreement, Company
        shall have "Cause" to terminate Employee's employment hereunder upon (i)
        the material failure by Employee to perform his duties hereunder if such
        failure has not been cured within ten days after written demand for
        performance is delivered by Company that specifically identifies the
        manner in which Company believes Employee has not performed his duties,
        (ii) the willful engaging by Employee in conduct which evidences a
        disregard for the interests of Company, momentarily or otherwise,
        including material violation of the established rules, regulations and
        policies of Company or (iii) the commission by Employee of a felony,
        gross misdemeanor or act of dishonesty.

                4.4     By Employee for Company's Breach. Prior to the
        Expiration Date, Employee may terminate his employment hereunder for a
        failure by Company to comply with any material provision of this
        Agreement which has not been cured within ten (10) days after written
        notice of such noncompliance has been given by Employee to Company.

                4.5     Notice of Termination. Any termination of Employee's
        employment by Company or by Employee (other than termination pursuant to
        Subsection 4.1 hereof) shall be communicated by written Notice of
        Termination to the other party hereto.

                                        3

<PAGE>

                4.6     Date of Termination. "Date of Termination" shall mean:
        (a) if Employee's employment is terminated by his death, the date of his
        death; and (b) if Employee's employment is terminated for any other
        reason, the date on which a Notice of Termination is given.

        5.      Compensation Upon Termination or During Disability.

                5.1     During Disability. During any period that Employee fails
        to perform his duties hereunder as a result of incapacity due to
        physical or mental illness ("disability period"), Employee shall
        continue to receive the full compensation for which he is entitled to
        offset by his base draw(offset by any payments to Employee received
        pursuant to disability benefit plans maintained by Company or disability
        benefits from governmental entities) until his employment resumes or is
        terminated pursuant to Section 4 hereof, and upon such termination,
        Employee shall be entitled to all amounts to which Employee is entitled
        pursuant to Company disability plans, programs and policies all in
        accordance with the terms thereof.

                5.2     Death. If Employee's employment is terminated by his
        death, Company shall, within ten days following the date of Employee's
        death, pay to Employee's estate or Employee's designated beneficiary the
        full amount of compensation owed to him through the Date of Termination,
        and, thereafter, payment of any other amounts to which Employee is
        entitled pursuant to Company death benefit plans, programs and policies
        in accordance with the terms thereof.

                5.3     Termination Without Cause. Employee shall be an at-will
        employee of the Company. Employee may be terminated by the Company at
        any time for any reason, or no reason, upon six months written notice.
        Employee may terminate his employment upon six months notice. If
        Employee is terminated by the Company without cause or by Employee
        because of Company's breach of this Agreement, Employee shall receive
        his regular base pay for the remainder of the contract period. Stock
        options, if any, shall continue to vest during the remainder of the
        contract period.

                5.4     Termination With Cause. If Employee is terminated with
        Cause, compensation shall be paid to Employee through the Date of
        Termination and all unvested stock options, if any, will terminate as of
        that date.

        6.      Non-Disclosure. Employee acknowledges that he has received and
will continue to receive and contribute to the production of confidential
information concerning the Company's business, or in certain cases, the business
of its customers ("Confidential Information"). Except as required by his duties
hereunder, Employee will not, either during his employment by Company or at any
time thereafter, use any Confidential Information for his own benefit or
disclose any Confidential Information to any third person. Employee agrees to
refrain from any acts or omissions that would reduce the value of the
Confidential Information. Upon termination of Employee's

                                        4

<PAGE>

employment with Company, Employee shall leave with or return to Company all
records, correspondence, compositions, articles, writing, programs, codes,
devices, equipment, other papers which incorporate, embody or disclose any
Confidential Information (whether written, prepared or made by Employee or
others), including all copies and memorializations thereof. The obligations set
forth in this Section 6 shall not apply to any information or knowledge the
entirety of which is now publicly known or subsequently becomes publicly known,
other than as a direct or indirect result of the breach of this Agreement by
Employee or the breach of a confidentiality obligation owed to Company by any
third party. For the purposes hereof:

                (a)     The term "Confidential Information" means all
        information or material proprietary to Company or designated as
        Confidential Information by Company or by a customer of the Company and
        not generally known by non-Company personnel, of or to which Employee
        obtains knowledge or access through or as a result of Employee's
        relationship (whether prior or subsequent to the date hereof) with
        Company (including information conceived, originated, discovered or
        developed in whole or in part by Employee). Confidential Information
        includes, but is not limited to, the following types of information and
        other information of a similar nature (whether or not reduced to
        writing), discoveries, inventions (whether or not patentable), ideas,
        concepts, software in various stages of development, designs, drawings,
        specifications, techniques, models, data, devices, source codes, object
        codes, documentation, formulae, patterns, computations, diagrams, flow
        charts, research and development data, programs, processes, procedures,
        know-how, Trade Secrets, marketing techniques and materials, strategies,
        marketing and development plans, customer names and other information
        related to customers, price lists, pricing policies and financial
        information. Confidential Information also includes any information
        described above which Company obtains from another party and which
        Company treats as proprietary or designates as Confidential Information,
        whether or not owned by or developed by Company.

                (b)     The term "Trade Secrets" means information, including a
        formula pattern, compilation, program device, method, technique or
        process, that derives independent economic value, actual or potential,
        from not being generally known to, and not being readily ascertainable
        by proper means by, other persons who can obtain economic value from its
        disclosure or use, and is the subject of efforts that are reasonable
        under the circumstances to maintain its secrecy.

        7.      Intellectual Property.

                (a)     Disclosure and Assignment. Employee shall promptly
        disclose in writing to Company complete information concerning each and
        every invention, discovery, improvement, device, design, apparatus,
        practice, process, method or product, whether patentable or not, made,
        developed, perfected, devised, authored, conceived or first reduced to
        practice by Employee, either solely or in collaboration with others,
        during the term of this Agreement, whether or not during regular working
        hours, relating either directly or indirectly to the business,

                                        5

<PAGE>

        products, practices or techniques of the employer (hereinafter referred
        to as "Developments"). Employee, to the extent that he has the legal
        right to do so, hereby acknowledges that any and all of such
        Developments are the property of Company and hereby assigns and agrees
        to assign to Company any and all of Employee's right, title and interest
        in and to any and all of such Developments.

                (b)     Limitation on Section 7(a). The provisions of Section
        7(a) shall not apply to any Development meeting the following
        conditions:

                        (i)     such Development was developed entirely on
                Employee's own time; and

                        (ii)    such Development was made without the use of any
                Company equipment, supplies, facility or trade secret
                information; and

                        (iii)   such Development does not relate (A) directly to
                the business of Company, or (B) to Company's actual or
                demonstrably anticipated research or development; and

                        (iv)    such Development does not result from any work
                performed by Employee for Company.

                (c)     Assistance of Employee. Upon request and without further
        compensation therefor, but at no expense to Employee, and whether during
        the term of this Agreement or thereafter, Employee shall do all lawful
        acts, including, but not limited to, the execution of papers and lawful
        oaths and the giving of testimony, that in the opinion of Company, its
        successors and assigns, may be necessary or desirable in obtaining,
        sustaining, reissuing, extending and enforcing United States and foreign
        Letters Patent, including, but not limited to, design patents, on any
        and all of such Developments, and for perfecting, affirming and
        recording Company's complete ownership and title thereto, and to
        cooperate otherwise in all proceedings and matters relating thereto.

                (d)     Records. Employee shall keep complete, accurate and
        authentic accounts, notes, data and records of all Developments in the
        manner and form requested by Company. Such accounts, notes, data and
        records shall be the property of Company, and, upon its request,
        Employee shall promptly surrender same to it or, if not previously
        surrendered upon its request or otherwise, Employee shall surrender the
        same, and all copies thereof, to Company upon the conclusion of his
        employment.

                (e)     Obligations, Restrictions and Limitations. Employee
        understands that Company may enter into agreements or arrangements with
        agencies of the United States Government, and that Company may be
        subject to laws and regulations which impose obligations, restrictions
        and limitations on it with respect to inventions and patents which may
        be acquired by it or which may be conceived or developed by employees,
        consultants or other agents rendering services to it. Employee agrees
        that he shall be bound by all such obligations,

                                        6

<PAGE>

        restrictions and limitations applicable to any such invention conceived
        or developed by him during the term of this Agreement and shall take any
        and all further action which may be required to discharge such
        obligations and to comply with such restrictions and limitations.

        8.      Covenant Not To Compete. Employee agrees that during his
employment by Company, while receiving compensation under this Agreement and for
one year following Employee's Date of Termination, whichever occurs later, he
shall not, unless agreed to in writing by the Company, directly or indirectly,
in any manner or capacity (whether alone or as a partner, joint venturer or
stockholder, or creditor, agent, advisor, officer, director or employee for any
person, or through any agency or by any other means whatsoever) engage in any
activity or conduct which competes with any business conducted by the Company or
call upon or otherwise solicit any Accounts or Customers. For the purposes
hereof "Accounts" and "Customers" shall mean any Accounts or Customers which the
Company has done business with within the 24-month period preceding the
termination of Employee's employment, or any Accounts or Customers to whom the
Company has made a business proposal to or solicited business from. Employee
acknowledges that this Covenant Not To Compete was contained in Company's
initial offer of employment to Employee and was an integral part of said offer
of employment.

        9.      Injunctive Relief. Employee acknowledges and agrees that it
would be difficult to compensate Company fully for damages for any violation of
the provisions of Sections 7 and 8 of this Agreement. Accordingly, Employee
specifically agrees that Company shall be entitled to temporary and permanent
injunctive relief to enforce the provisions of this Agreement, that such relief
may be granted without the necessity of proving actual damages, and that, in
connection with any such proceeding Employee shall waive and hereby waives the
defense that Company has an adequate remedy at law. This provision with respect
to injunctive relief shall not, however, diminish the right of Company to claim
and recover damages in addition to injunctive relief. If any court shall
determine that Company is entitled to injunctive relief, Company shall not be
required to furnish a bond to obtain such preliminary or temporary relief.

        10.     Arbitration. Any claims or disputes of any nature between the
parties arising from or related to the performance, breach, termination,
expiration, application or meaning of this Agreement shall be resolved
exclusively by arbitration before the American Arbitration Association, pursuant
to the Association's rules for commercial arbitration.

                (a)     The decision of the arbitrator(s) shall be final and
        binding upon both parties. Judgment on the award rendered by the
        arbitrators may be entered in any court having jurisdiction thereof. In
        the event of submission of any dispute to arbitration, each party shall,
        not later than 30 days prior to the date set for hearing, provide to the
        other party and to the arbitrator(s) a copy of all exhibits upon which
        the party intends to rely at the hearing and a list of all persons whom
        each party intends to call as witnesses at the hearing.

                                        7

<PAGE>

                (b)     This paragraph 10 shall have no application to claims by
        the Company asserting violations of or seeking to enforce, by injunction
        or otherwise, regarding the Noncompetition, Confidentiality and
        Inventions provisions of this Agreement. Such claims may be maintained
        by the Company in a lawsuit

        11.     Miscellaneous.

                11.1    Recitals. The recitals to this Agreement are true and
        correct and constitute a part of this Agreement.

                11.2    No Assignment. Neither this Agreement nor any rights or
        obligations hereunder may be assigned or delegated by any party hereto
        without the written consent of the other parties.

                11.3    Remedies Cumulative. No remedy conferred by any of the
        specific provisions of this Agreement is intended to be exclusive of any
        other remedy, and each and every remedy shall be cumulative and shall be
        in addition to every other remedy given hereunder or now or hereafter
        existing at law or in equity or by statute or otherwise. The election of
        any one or more remedies by any party hereto shall not constitute a
        waiver of the right to pursue other available remedies.

                11.4    Notices. All notice, requests, and other communications
        from any of the parties hereto to another shall be in writing and shall
        be considered to have been fully given or served if personally
        delivered, telecopied, sent by national overnight delivery service, or
        sent by first class, certified or registered mail, return receipt
        requested, postage prepaid, to the party at his or its address as
        provided below, or to such other addresses such party may hereinafter
        designate by written notice to the other parties: (a) if to the Company,
        to Great Lakes Aviation, Ltd., 1022 Airport Parkway, Cheyenne, Wyoming
        82001, Attention: Douglas G. Voss, or (b) if to Employee, to the address
        last shown for Employee in the records of the Company. Such notice shall
        be deemed to be received when delivered if delivered personally, upon
        receipt of electronic sent confirmation (or other confirmation of
        receipt) if telecopied, the next business day if sent by a national
        overnight delivery service, or three business days after the date mailed
        if sent by certified or registered mail. Any notice of any change in
        such address shall also be given in the manner set forth above. Whenever
        the giving of notice is required, the giving of such notice may be
        waived in writing by the party entitled to receive such notice.

                11.5    Governing Law. This Agreement shall be governed by,
        construed and enforced in accordance with the laws of the State of Iowa.

                11.6    Entire Agreement; Amendment. This Agreement constitutes
        the entire agreement, and supersedes all other prior and contemporaneous
        agreements and undertaking, both written and oral, among the parties
        hereto relating to the subject matter hereof. There are no
        representations, warranties, covenants,

                                        8

<PAGE>

        statements, conditions, terms of obligations other than those contained
        herein or relating to the subject matter hereof. No amendments or
        modifications to or variations of this Agreement shall be deemed valid
        unless in writing and executed by Employee and Company.

                11.7    Meanings of Pronouns; Singular and Plural Words. All
        pronouns used in this Agreement shall be deemed to refer to the
        masculine, feminine, neuter, singular and plural, as the identity of the
        person to which or to whom reference is made may require. Unless the
        context in which any word is used shall clearly indicate to the
        contrary, words used in the singular shall include the plural, and words
        used in the plural shall include the singular.

                11.8    Interpretation. When a reference is made in this
        Agreement to Sections or Subsections such reference shall be to a
        Section or Subsection of this Agreement unless otherwise indicated.
        Whenever the words "include," "includes," or "including" are used in
        this Agreement, they shall be deemed to be followed by the words
        "without limitation."

                11.9    Benefit. This Agreement shall inure to the benefit of
        and be enforceable by Employee or by Employee's personal and legal
        representatives, executors, administrators, heirs, devisees and
        legatees.

                11.10   Severability; Blue Pencil. To the extent that any
        provision of this Agreement shall be determined to be invalid or
        unenforceable, the invalid or unenforceable portion of such provision
        shall be deleted from this Agreement, and the validity and
        enforceability of the remainder of such provision and of this Agreement
        shall be unaffected. In furtherance of and not in limitation of the
        foregoing, it is expressly agreed that should the duration of or
        geographical extent of, or business activities covered by, the
        noncompetition covenant contained in Section 8 be determined to be in
        excess of that which is valid or enforceable under applicable law, then
        such provision shall be construed to cover only that duration, extent,
        or those activities which may validly or enforceably be covered.
        Employee acknowledges the uncertainty of the law in this respect and
        expressly stipulates that this Agreement shall be construed in a manner
        which renders its provisions valid and enforceable to the maximum extent
        (not exceeding its express terms) possible under applicable law.

                11.11   No Waiver. No delay on the part of either party in
        exercising any right hereunder shall operate as a waiver of such right,
        nor shall any waiver, express or implied, by either party of any right
        hereunder, or of any failure to perform hereunder or breach hereof by
        either party, constitute or be deemed to constitute a waiver of any
        other failure to perform hereunder or breach hereof by either party,
        whether of a similar or dissimilar nature thereto.

                                        9

<PAGE>

                11.12   Attorneys' Fees. If any litigation shall ensue between
        the parties concerning the interpretation of or performance under this
        Agreement, the prevailing party shall recover from the nonprevailing
        party its reasonable attorneys' and other fees and expenses, if and to
        the extent fixed by the court.

                11.13   Counterparts. This Agreement may be executed in one or
        more counterparts, each of which shall be deemed to be an original, but
        all of which counterparts shall together constitute one and the same
        instrument.

                11.14   Survival. The provisions of Sections 7 and 8 shall
        survive any termination of this Agreement and the termination of
        Employee's employment hereunder irrespective of the date of occurrence.

        IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement on the day and year first written above.

                                        Great Lakes Aviation, Ltd.

                                        By /s/ Douglas G. Voss
                                           ----------------------------------
                                           Douglas G. Voss
                                           Chairman of the Board of Directors

Employee:

/s/ Charles R. Howell IV
-------------------------
Charles R. Howell IV

                                       10

</TEXT>
</DOCUMENT>
