<DOCUMENT>
<TYPE>EX-5.4
<SEQUENCE>5
<FILENAME>p68598exv5w4.txt
<DESCRIPTION>EX-5.4
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                                                                     EXHIBIT 5.4

                              MESA AIR GROUP, INC.

                              RESTATED AND AMENDED

                   1996 EMPLOYEE STOCK OPTION PLAN, AS AMENDED

1.       PURPOSED OF THE PLAN; TYPE OF PLAN

         (a)      Attract and Retain Employees. The purpose of the Restated and
Amended Employee Stock Option Plan, as amended (the "Plan") is to attract and
retain key employees who are and will be responsible for the growth and success
of Mesa Air Group, Inc. and its subsidiaries (the " Company"). The term
"subsidiary" means any corporation other than the Company in an unbroken chain
of corporations beginning with the Company if, at the time of the granting of
the Option, as defined below, each of the corporations other than the last
corporation in the unbroken chain owns shares possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain. The term "Employee" includes individuals employed by
the Company or any of its subsidiaries.

         (b)      Incentive Stock Options. Some one or more of the options
granted under the Plan may be intended to qualify as an "incentive stock option"
as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), and any grant of such an option shall clearly specify that such option
is intended to so qualify. If no such specification is made, an option granted
hereunder shall be intended to not qualify as an "incentive stock option."

         (c)      Exemption from Short-Swing Liability. Options granted to
Officers or Directors of the Company ("Insiders") pursuant to this Plan shall be
exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), pursuant to Regulation Section 240.16(b)(-3) adopted under
the Exchange Act which was enacted on May 1, 1991.

2.       STOCK AND MAXIMUM NUMBER OF SHARES SUBJECT TO PLAN

         (a)      Description of Stock and Maximum Shares Allocated. The stock
subject to the provisions of this Plan and issuable upon exercise of the Options
are shares of the Company's Common Stock, no par value, which may be either
unissued or treasury shares, as the Board of Directors of the Company (the
"Board") may from time to time determine. Subject to adjustment as provided in
Section 6, the aggregate number of shares of Common Stock covered by the Plan
issuable upon exercise of all Options shall be four million three hundred
thousand (4,300,000) Shares, which shares shall be reserved for use upon the
exercise of the Options. The shares available for Options and all other shares
of Common Stock of the Company shall be referred to as the "Shares."

<PAGE>

         (b)      Restoration of Unpurchased Shares. If an Option expires or
terminates for any reason prior to the exercise in full before the term of the
Plan expires, the Shares subject to, but not issued under, such Option shall
again be available for other Options hereafter granted.

3.       OPERATION OF THE PLAN

         (a) Eligible Persons. Incentive stock options may be granted only to
employees. Non-qualified options may be granted only to employees, members of
the Board and consultants.

         (b)      Administration.

                  (1)      The Plan shall be administered by the Board unless
and until the Board delegates administration to a Committee (as hereinafter
defined), as provided in subsection (b)(3).

                  (2)      The Board shall have the power, subject to, and
within the limitations of, the express provision of the Plan:

                           (a)      To determine from time to time which of the
                  persons eligible under the Plan shall be granted Options; when
                  and how each Option shall be granted; whether an Option will
                  be an Incentive Stock Option or a Nonstatutory Stock Option;
                  the provisions of each Option granted (which need not be
                  identical), including the time or times such Option may be
                  exercised in whole or in part; and the number of shares for
                  which an Option shall be granted to each such person.

                           (b)      To construe and interpret the Plan and
                  Options granted under it, and to establish, amend and revoke
                  rules and regulations for its administration. The Board, in
                  the exercise of this power, may correct any defect, omission
                  or inconsistency in the Plan or in any Option Agreement, in a
                  manner and to the extent it shall deem necessary or expedient
                  to make the Plan fully effective.

                           (c)      To amend the Plan as provided in Section
                  4(b).

                  (3)      The Board may delegate administration of the Plan to
a committee composed of not fewer than two (2) members (the "Committee"), all of
the members of which Committee shall be Disinterested Persons (hereinafter
defined) and may also be, in the discretion of the Board, Outside Directors. A
"Disinterested Person" shall mean a Director who either (i) was not during the
one year prior to service as an administrator of the Plan granted or awarded
equity securities pursuant to the Plan or any other plan of the Company or any
of its affiliates entitling the participants of its affiliates except as
permitted by Rule 16b-3(c)(3)(i); or (ii) is otherwise considered to be a
"disinterested person" in accordance with Rule 16b-3(c)(2)(I), or any other
applicable rules, regulations

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or interpretations of the Securities and Exchange Commission. If administration
is delegated to a Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the Board (and
references in this Plan to the Board shall thereafter be to the Committee),
subject, however, to such resolutions, not inconsistent with the provisions of
the Plan, as may be adopted from time to time by the Board. The Board may
abolish the Committee at any time and revest in the Board the administration of
the Plan. The Board may delegate administration of the Plan to any person or
persons and the term "Committee" shall apply to any person or persons to whom
such authority has been delegated. Notwithstanding anything in this Section (3)
to the contrary, the Board or the Committee may delegate to a committee of one
or more members of the Board the authority to grant Options to eligible persons
who (1) are not then subject to Section 16 of the Exchange Act and/or (2) are
either (i) not then Insiders at the time of recognition of income resulting from
such Option, or (ii) not persons with respect to whom the Company wishes to
comply with Section 162(m) of the Code.

                  (4)      Any requirement that an administrator of the Plan be
a Disinterested Person shall not apply if the Board or the Committee expressly
declares that such requirement shall not apply. Any Disinterested Person shall
otherwise comply with the requirements of Rule 16b-3.

         (c)      Price. The Option price per Share shall not be less than the
fair market value of the Shares, as defined below, on the Grant date.

         (d)      Fair Market Value.

                  (1)      If the options granted are intended to qualify as
incentive stock options, the fair market value of a Share on any particular day
shall be determined as follows:

                           (a)      If the Shares are listed or admitted to
trading on any securities exchange, the fair market value shall be the average
sales price on such day on the New York Sock Exchange, or if the Shares have not
been listed or admitted to trading on the New York Stock Exchange, on such other
securities exchange on which such stock is then listed or admitted to trading,
or if no sale takes place on such day on any such exchange, the average of the
closing bid and asked price on such day as officially quoted on any such
exchange;

                           (b)      If the Shares are not then listed or
admitted to trading on any securities exchange, the fair market value shall be
the average sales price on such day or, if no sale takes place on such day, the
average of the reported closing bid and asked price on such date, in the
over-the-counter market as furnished by the national Association of Securities
Dealers Automated Quotation ("NASDAQ"), or if NASDAQ at the time is not engaged
in the business of reporting such prices, as furnished by any similar firm then
engaged in such business and selected by the Board; or

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                           (c)      If the Shares are not then listed or
admitted to trading in the over-the-counter market, the fair market value shall
be the amount determined by the Board in a manner consistent with Treasury
Regulation Section 20-2031-2 promulgated under the Code or in such other manner
prescribed by the Secretary of the Treasury or the Internal Revenue Service.

                  (2)      If the Options granted are not intended to qualify as
incentive stock options, the fair market value of a Share on any particular day
shall be determined as follows:

                           (a)      If the Shares are listed or admitted to
trading on any securities exchange, the fair market value shall be the low sales
price on such day on the New York Stock Exchange, or if the Shares have not been
listed or admitted to trading on the New York Stock Exchange, on such other
securities exchange on which such stock is then listed or admitted for trading,
or if no sale takes place on such day on any such exchange, the average of the
closing bid and asked price on such day as officially quoted on any such
exchange;

                           (b)      If the Shares are not then listed or
admitted to trading on any securities exchange, the fair market value shall be
the average sales price on such day or, if no sale takes place on such day, the
average of the reported closing bid and asked price on such date, in the
over-the-counter market as furnished by the national Association of Securities
Dealers Automated Quotation ("NASDAQ"), or if NASDAQ at the time is not engaged
in the business of reporting such prices, as furnished by any similar firm then
engaged in such business and selected by the Board; or

                           (c)      If the Shares are not then listed or
admitted to trading in the over-the-counter market, the fair market value shall
be the amount determined by the Board in a manner consistent with Treasury
Regulation Section 20-2031-2 promulgated under the Code or in such other manner
prescribed by the Secretary of the Treasury or the Internal Revenue Service.

         (e)      Duration of Plan. The term of the Plan, unless previously
terminated by the Board, is ten years or June 28, 2005. No Option shall be
granted under the Plan unless granted within ten years after the adoption of the
Plan by the Board, but Options outstanding on that date shall not be terminated
or otherwise affected by virtue of the Plan's expiration.

         (f)      Vesting of the Options and Pro Rata Options. One-third of the
total Options granted on a Grant Date shall vest on the first anniversary date
after the Grant Date; one-third of the total Options granted on a Grant Date
shall vest on the second anniversary date after the Grant Date; and the
remaining one-third of the total Options granted on a Grant Date shall vest on
the third anniversary date after the Grant Date.

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<PAGE>

4.       TERMS AND CONDITIONS OF OPTIONS

         (a)      Approval by Shareholders. The Plan shall be submitted to the
shareholders of the Company for their approval at their regular meeting to be
held within twelve (12) months after the adoption of the Plan by the Board.
Shareholder approval shall be evidenced by the affirmative vote of the holders
of a majority of the Shares of Common Stock present in person or by proxy and
voting at the meeting. If the shareholders decline to approve the Plan at such
meeting or if the Plan is not approved by the shareholders within twelve (12)
months after its adoption by the Board, the Plan and all Options and rights
granted hereunder shall automatically terminate to the same extent and with the
same effect as though the Plan had never been adopted.

         (b)      Amendments to Plan. The approval of the shareholders of the
Company shall require to (i) increase the aggregate number of shares of Common
Stock subject to the Plan; (ii) modify the period within which Options may be
granted, the exercise price or the terms upon which Options may be exercised if
such terms or changes would be materially beneficial to the Optionholder; (iii)
change the exercise price of the Options except as provided in Section 6; or
(iv) increase the material benefits accruing to participants under the Plan.
(Collectively, each of these changes in the Plan are referred to herein as
"Material Amendments.") The Board may suspend or terminate the Plan at any time.

         (c)      Individual Agreements. Options granted under the Plan shall be
evidenced by agreements in such form as the Board from time to time approves,
which agreements shall substantially comply with and be subject to the terms of
the Plan.

         (d)      Required Provisions Each agreement shall state (i) the total
number of shares to which it pertains, (ii) the exercise price for the shares
covered by the option, (iii) the time at which the option becomes exercisable,
(iv) the scheduled expiration date of the option, (v) the vesting period(s) for
such options, and (vi) the timing and conditions of issuance of any stock option
exercise.

         (e)      No Fractional Shares. Options shall be granted and exercisable
only for whole shares; no fractional shares will be issuable upon exercise of
any Option granted under the Plan. Fractional Options shall be rounded down to
the nearest whole share number.

         (f)      Method of Exercising Options. Options shall be exercised by
written notice to the Company, addressed to the Company at its principal place
of business. Such notice shall state the election to exercise the option and the
number of shares with respect to which it is being exercised, and shall be
signed by the person exercising the option. Such notice shall be accompanied by
payment in full of the exercise price for the number of Shares being purchased.
Payment may be made in cash or by bank cashier's check or by tendering duly
endorsed certificates of shares of the Company's Common Stock then owned by the
optionholder. The Company shall deliver a certificate or certificates
representing the Option Shares to the purchaser as soon as practicable after
payment for

                                       5

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those Shares has been received. If an Option is exercised by any person other
than the optionholder, such notice shall be accompanied by appropriate proof of
the right of such person to exercise the Option. All Shares that are purchased
and paid for in full upon the exercise of an Option shall be fully paid and
non-assessable. The Board may determine that payment upon the exercise of an
Option may be made with Shares owned by an Insider having a fair market value on
the exercise date equivalent to the amount of payment, or any combination of
cash and such Shares equal to such amount.

         (g)      No Rights of a Shareholder. An optionholder shall have no
rights as a shareholder with respect to shares covered by an Option. No
adjustment will be made for cash dividends for which the record date is prior to
the date a stock certificate is issued upon exercise of an Option. Upon such
exercise of an Option, the holder of the Shares of Common Stock so received
shall have all the rights of a shareholder of the Company as of the date of
issuance.

5.       TERMINATION OF EMPLOYMENT; ASSIGNABILITY; DEATH

         (a)      Termination of Employment. If any optionholder ceases to be an
Employee of the Company other than for Retirement (as such is defined in Section
5(b), death, disability, termination by the Company "Without Good Cause" (with
respect to Employees subject to employment agreements with the Company),
termination by the Employee for "Good Reason" (with respect to Employees subject
to employment agreements with the Company) or discharge for cause, such holder
(or his successors in the case of the holder's death after the termination of
employment) may, within three (3) months after the date of termination, but in
no event after the stated expiration date, purchase some or all of the Shares
with respect to which such optionholder was entitled to exercise such Option on
the date employment terminated.

         (b)      Retirement. If any optionholder (i) ceases to be an employee
of the Company other than by reason of death, disability or discharge for cause;
and (ii) has been continuously employed by the Company for five or more years;
and is (iii) over fifty-nine and one-half (59 1/2) years of age (collectively
referred to as "Retirement"), all of the options which have been granted to such
optionholder prior to Retirement shall vest thirty (30) days after the
Retirement (the "Vested Options"). Such older (or his successors in case of the
holder's death after Retirement) may, within three months after the date of
Retirement or prior to the stated expiration date, whichever first occurs,
purchase some or all of the Shares which such optionholder was entitled to
exercise; provided, that if after employment is terminated, the holder commits
acts detrimental to the Company's interests, then the Option shall thereafter be
void for all purposes.

         (c)      Assignability. No Option or the privileges conferred thereby
shall be assignable or transferable by a holder other than by will or the laws
of descent and distribution.

         (d)      Disability. If the optionholder is removed as an employee due
to disability, the optionholder may exercise the Options, in whole or in part,
to the extent

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they were exercisable on the date when the optionholder's employment terminated,
at any time prior to the expiration date of the Options or within one year of
the date of removal, whichever is earlier.

         (e)      Discharge for Cause. If an optionholder is removed as an
employee of the Company for cause, the Options shall terminate upon receipt by
the optionholder of a notice of such removal or on the effective date of the
removal, whichever is earlier. The Board shall have the right to determine
whether the optionholder has been discharged for cause for purposes of the Plan
and the date of such discharge.

         (f)      Death of Holder. If optionholder dies while serving as an
employee, an Option shall be exercisable until the stated expiration date
thereof by the person or persons ("successors") to whom the holder's rights pass
under will or by the laws of descent and distribution, but only to the extent
that the holder was entitled to exercise the Option at the date of death. An
Option may be exercised (and payment of the option price made in full) by the
successors only after written notice to the Company, specifying the number of
shares to be purchased. Such notice shall comply with the provisions of Section
4(e).

         (g)      Termination of Insider. Notwithstanding any language contained
in Section 5(a), upon termination of any Insider (with whom the Company has
entered into an Employment Agreement) for Good Reason by the Insider or Without
Cause by the Company, as those terms are defined in such Employment Agreement,
all Options granted on or prior to the date of termination shall immediately
vest and any risk of forfeiture with respect thereto shall be deemed to have
lapsed.

6.       CERTAIN ADJUSTMENTS

         (a)      Capital Adjustments. Except as limited by Section 422 of the
Code, the aggregate number of Shares subject to the Plan, the number of Shares
covered by outstanding Options, and the price per share stated in such Options
shall be proportionately adjusted for any increase or decrease in the number of
outstanding Shares of Common Stock of the Company resulting from a subdivision
or consolidation of shares or any other capital adjustment or the payment of a
stock dividend or any other increase or decrease in the number of such shares
effected without receipt by the Company of consideration therefore in money,
services or property.

         (b)      Mergers, Etc. Except as limited by the provisions of Section
422 of the Code, if the Company is the surviving corporation in any merger or
consolidation, any Option granted under the Plan shall pertain to and apply to
the securities to which a holder of the number of Shares subject to the Option
would have been entitled. A dissolution or liquidation of the Company shall
cause every Option outstanding hereunder to terminate, unless specifically
provided otherwise by the Board. A merger or consolidation in which the Company
is not the surviving corporation shall also cause every Option outstanding
hereunder to terminate, unless specifically provided otherwise by the Board, but
each holder shall have the right to immediately prior to a merger or

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consolidation in which the Company is not the surviving corporation, to exercise
such Option in whole or in part without regard to whether such Options have
vested.

7.       COMPLIANCE WITH LEGAL REQUIREMENTS

         (a)      For Investment Only. If, at the time of exercise of this
Option, there is not in effect as to the Option Shares being purchased a
registration statement under the Securities Act of 1933, as amended (or any
successor statute) (collectively the "1933 Act"), then the exercise of this
option shall be effective only upon receipt by the Company from the employee (or
his legal representatives or heirs) of a written representation that the Option
Shares are being purchased for investment and not for distribution.

         (b)      Registration Statement Preparation. The Insider hereby agrees
to supply the Company with such information and to cooperate with the Company,
as the Company may reasonably request, in connection with the preparation and
filing of the registration statements and amendments thereto under the
Securities Act of 1933 and applicable state statutes and regulations applicable
to the Option Shares. The Company shall not be liable for failure to issue any
such Option Shares where such opinion of counsel cannot be obtained within the
period specified for the exercise of the option, or where such registration is
required in the opinion of counsel. If the shares of Common Stock of the Company
are, at the time of the exercise of this option, listed upon a securities
exchange, the exercise of this option shall be contingent upon completion of the
necessary steps to list the Option Shares being purchased upon such securities
exchange.

         (c)      Additional Restrictions on Option Exercise. Insider may only
exercise Options during the period commencing three days following the release
for publication of quarterly or annual financial information regarding the
Company and ending two weeks prior to the end of the then current fiscal quarter
of the Company (the "Release Period").

         A "release for publication" shall be deemed to be satisfied if the
specified financial data appears:

                  (1)      On a wire service;

                  (2)      A financial news service;

                  (3)      In a newspaper of general circulation; or

                  (4)      Is otherwise made publicly available.

         Notwithstanding any provision to the contrary contained herein, an
Insider may exercise Options only so long as such exercise does not violate the
law or any rule or regulation adopted by the appropriate governmental authority.

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<PAGE>

8.       MISCELLANEOUS

         (a)      No Funding. This Plan shall be unfunded. The Company shall
not be required to establish any special or separate fund or to make any other
segregation of assets to assure any payment under the Plan.

         (b)      Nevada Law. The Plan and the Options shall be governed by the
laws of the State of Nevada.

         (c)      Withholding of Taxes. The Company shall have the right to
deduct from any other compensation of the Grantee any federal, state or local
income taxes (including FICA) required by law to be withheld with respect to the
granting or exercise of any Options.

         DATED as of the 24th day of January, 2002.

                                         MESA AIR GROUP, INC.

                                         By:  /S/ Jonathan Ornstein
                                             -----------------------------------
                                         Its: Chairman & Chief Executive Officer

ATTESTED BY:

 /S/ Brian S. Gillman
 --------------------------
Secretary

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