SPACE AND USE AGREEMENT



Continental Airlines, Inc.  ("CONTINENTAL"),  by its execution of this Space and
Use Agreement (the Agreement"),  grants to Frontier Airlines,  Inc., hereinafter
referred to as "COMPANY",  under the terms and conditions stated herein, certain
rights and privileges,  including the right to occupy and use the space referred
to herein as the "PREMISES."

COMPANY,  by its execution hereof,  hereby accepts and receives the PREMISES and
the obligations,  liabilities and responsibilities  provided for herein. COMPANY
covenants  and  agrees to abide by and carry out all the terms,  conditions  and
provisions  hereof.  "COMPANY,"  as used herein,  shall  include,  unless stated
otherwise, the directors, officers, employees, agents, customers and invitees of
COMPANY and all parties representing  COMPANY,  those for whom COMPANY is liable
and responsible, and all parties represented by COMPANY.

1.   EFFECTIVE DATE

The effective date of this Agreement shall be April 7, 2000


2.   COMPANY

The name, address and telephone number of the COMPANY are as follows:

     NAME:                    Frontier Airlines, Inc.
     ADDRESS:                 12015 East 46th Avenue
                              Denver, CO 80239-3116
     TELEPHONE:               (303) 371-7400 ext. 1306
     ATTENTION:               Joan Osterman, Director of Properties & Facilities

3.   DESCRIPTION OF PREMISES

Certain maintenance hangar space  (approximately * sq. ft.) within Continental's
Hangar Facility located at the Denver  International  Airport,  being more fully
described on Exhibit A (the  "PREMISES")  attached hereto and made a part hereof
along with any improvements thereon, as well as reasonable rights of ingress and
egress thereto.


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4.   USE OF PREMISES

COMPANY is hereby granted the right to use the PREMISES,  in accordance with the
terms and conditions stated herein, for the following purposes:

Exclusive  Use of the  PREMISES  (Exhibit  A) for the purpose of office work and
aircraft  maintenance work only. On a space available basis, COMPANY will permit
CONTINENTAL the use of room 116 for general office and training purposes.

5.   PROPERTY OWNER

City and County of Denver,  hereinafter  referred to as "OWNER,"  has granted to
CONTINENTAL,  the  right  to use the  PREMISES  and  certain  other  rights  and
privileges under the following Support  Facilities Lease Agreement,  hereinafter
referred to as the "BASE LEASE":

     Lessor:  City and County of Denver
     Lessee:  Continental Airlines, Inc.
     Dated:   January 8, 1993

CONTINENTAL  warrants and represents that, as of the date hereof, the BASE LEASE
is in full force and effect.

6.   CONSIDERATION/RENTAL

In consideration for the rights granted by CONTINENTAL hereby,  COMPANY,  agrees
to * annually to Continental Airlines,  Inc. in equal monthly installments of *,
paid in  advance,  on the first day of each  calendar  month  plus any  periodic
adjustments  or additional  rent,  charges or fees provided for herein.  COMPANY
further  agrees to pay as additional  rental any increases in rental  charges to
CONTINENTAL  under the BASE LEASE or any  amendments  thereto.  Payment shall be
delivered to CONTINENTAL at:

     CONTINENTAL AIRLINES, INC
     CREDIT MANAGEMENT
     P.O. BOX 100023
     HOUSTON, TX 77212
     ATTENTION:  OUTSIDE SALES & SERVICE - DEN Hangar Sublease


7.   TERM

The term of this Agreement shall commence and become  effective on April 7, 2000
and shall continue for a period of one year.  Either party hereto shall have the
right to terminate this Agreement  without cause at any time by giving the other
party * days prior written  notice.  If, at the expiration of the term,  COMPANY
fails to vacate the PREMISES,  then COMPANY shall be deemed a holdover tenant on
all of the terms and conditions of this Agreement (except that, without limiting
the rights provided to CONTINENTAL under this Agreement for a breach by COMPANY,
the monthly  rental  payable by COMPANY  shall be * of the monthly rent provided
for herein) and CONTINENTAL  reserves the right to evict COMPANY without further
process of law.

8.   NOTICE

Unless expressly required or permitted herein to be oral, all notices, requests,
consents  and  approvals  required to be given to or by either party shall be in
writing,  and shall be  transmitted  either by a  commonly  recognized  national
delivery  service or  deposited  as prepaid,  certified,  registered  or express
United  States mail  addressed as follows,  or to the last  address  provided in
accordance herewith:

TO CONTINENTAL:                           TO COMPANY:
Vice President                            Joan Osterman
Corporate Real Estate                     Director, Properties and Facilities
Continental Airlines, Inc.                Frontier Airlines, Inc.
1600 Smith, 33rd Floor                    12015 East 46th Avenue
Houston, TX 77002                         Denver, CO 80239-3116

9.   LEASEHOLD SECURITY

Within 10 (ten) business days of the execution of this Agreement,  COMPANY shall
deliver to CONTINENTAL,  as a Security Deposit *, which amount may be commingled
with other funds belonging to CONTINENTAL and shall bear no interest. The amount
of the Security Deposit may be adjusted by CONTINENTAL as provided herein. After
a default by COMPANY,  CONTINENTAL may apply any or all of the Security  Deposit
to cure such default as provided herein.

A.   If at any time  during the term of this  Agreement,  any of the rent herein
     reserved, or any other amounts due from COMPANY shall be overdue or unpaid,
     or in the event of failure by COMPANY to keep and perform any of the terms,
     covenants  and  conditions  of this  Agreement to be kept and  performed by
     COMPANY,  then  CONTINENTAL,  at its option,  may appropriate and apply the
     entire Security Deposit, or any portion, thereof (i) to the payment of such
     overdue  amounts,  and (ii) as  compensation to CONTINENTAL for any loss or
     damage  sustained or suffered by CONTINENTAL due to such breach on the part
     of  COMPANY.  Should  CONTINENTAL  withdraw  any amount  from the  Security
     Deposit as  provided  herein,  COMPANY  shall  remit to  CONTINENTAL,  upon
     written  demand  therefor,  an amount  sufficient  to fully  replenish  the
     Security Deposit.

B.   If at any time during the term hereof, the rental or other amounts due from
     COMPANY hereunder should increase, COMPANY shall remit to CONTINENTAL, upon
     written  demand  therefor,  an amount  sufficient  to increase the Security
     Deposit to a level reflecting such increase.

C.   COMPANY's  failure to remit any  increase in, or any  replenishment  of the
     Secrity Deposit,  as required  herein,  within * days of receipt of written
     notice  of funds  due,  shall  constitute  a default  hereunder,  entitling
     CONTINENTAL to immediately  invoke the remedies  available to it by law and
     this Agreement, including immediate termination of this Agreement.

D.   Within * days after expiration or other termination of this Agreement,  and
     upon  vacation of the  PREMISES and  satisfaction  of any and all events of
     default by COMPANY,  including payment of all amounts due and past due, the
     Security Deposit shall be returned in full to COMPANY.

E.   In  the  event  any  bankruptcy,   insolvency,   reorganization   or  other
     creditor-debtor  proceeding shall be instituted by or against COMPANY,  the
     Security  Deposit  shall be deemed to be applied  first to any rents and/or
     other charges due  CONTINENTAL  for all periods prior to the institution of
     such proceedings.


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10.  INSURANCE COVERAGE REQUIREMENTS

Without limiting COMPANY's  obligation to indemnify  CONTINENTAL as provided for
in this Agreement,  COMPANY shall procure and maintain,  at its own cost, at all
times during the term of this Agreement, insurance of the following types and in
amounts not less than those indicated, with responsible insurers satisfactory to
CONTINENTAL providing the following coverage:

                                   DESCRIPTION


A.   Aircraft Hull and Liability Insurance    Per Occurrence:
     to Include  but not be limited to        $**  combined single  limits
     premises  liability, comprehensive       covering bodily injury, property
     general liability,  and auto             damage and personal injury
     liability for vehicles licensed
     for operation on Airport Premises
                                              *or COMPANY limits if higher

B.   Workers' Compensation                    Statutory

C.   Employer's Liability                     $*

D.   All Risk Property Insurance              COMPANY limits, replacement cost
     covering all real or owned property      value
     of the COMPANY while on the PREMISES


11.  SPECIAL PROVISIONS

A.   JANITORIAL AND MAINTENANCE

CONTINENTAL will use reasonable efforts to provide  janitorial  services for the
PREMISES,  but should not be help liable if such services are  interrupted  from
time to time. COMPANY agrees to pay its pro-rata share of such services.

B.   TENANT IMPROVEMENTS

COMPANY  will be solely  responsible  for all  tenant  improvements.  All tenant
improvements  are subject to the prior  written  consent of the Vice  President,
Corporate Real Estate.

12.  BAILMENT

During the term of this Agreement,  an employee or agent of COMPANY shall at all
times be in charge of and in  custody  and  control  of all  aircraft  and other
property  belonging to or in the control of COMPANY on or in the vicinity of the
PREMISES,  and THE PARTIES  HEREBY  STIPULATE AND AGREE THAT THIS AGREEMENT DOES
NOT CONFER UPON  CONTINENTAL  ANY CONTROL OVER OR  OBLIGATION  OF BAILMENT  WITH
RESPECT TO ANY  AIRCRAFT OR OTHER  EQUIPMENT  OWNED OR OPERATED BY Company,  AND
DOES NOT  SUBJECT  CONTINENTAL  TO ANY OF THE  LIABILITIES  OF AN  OWNER,  USER,
LESSOR,  OR OPERATOR OF ANY  AIRCRAFT  OR OTHER  EQUIPMENT  OWNED OR OPERATED BY
COMPANY.

13.  SUBJECT TO BASE LEASE

COMPANY covenants and agrees,  for the benefit of CONTINENTAL and OWNER, that it
shall  not,  by its  use  and  occupancy  of the  PREMISES,  violate  any of the
provisions of the BASE LEASE as such BASE LEASE has been and/or may from time to
time be amended,  or cause  CONTINENTAL  to be in default  thereof,  and that it
shall  faithfully  perform and discharge all of the  obligations  of CONTINENTAL
(except  for payment of rental)  thereunder,  to the extent that such BASE LEASE
terms  are  applicable  to the  PREMISES  or  this  Agreement.  COMPANY  further
covenants that this Agreement shall be, in all respects, subject and subordinate
to the BASE LEASE,  and any mortgages or other lien  instruments that may affect
the PREMISES or CONTINENTAL'S  interest  therein,  and nothing contained in this
Agreement  shall be deemed to  confer  upon  COMPANY  any  rights  which are not
granted by or are in  conflict  with the BASE  LEASE.  Notwithstanding  anything
contained herein, (a) this Agreement shall not be deemed to grant to COMPANY any
rights or privileges  which  CONTINENTAL does not have under the BASE LEASE, and
(b) any act or omission of  CONTINENTAL  required or permitted by the BASE LEASE
shall in no event be deemed a violation of this Agreement.

14.  ACCEPTANCE OF PREMISES

COMPANY HAS INSPECTED THE PREMISES AND ACKNOWLEDGES THAT CONTINENTAL HAS MADE NO
REPRESENTATIONS AS TO THE CONDITION THEREOF. COMPANY ACCEPTS THE PREMISES IN ITS
PRESENT CONDITION, AS-IS, WITH ALL FAULTS, LATENT OR KNOWN. CONTINENTAL MAKES NO
WARRANTIES,  GUARANTEES  OR  REPRESENTATIONS  OF ANY  KIND,  EITHER  EXPRESS  OR
IMPLIED,  ARISING  BY LAW OR  OTHERWISE,  PERTAINING  TO THIS  AGREEMENT  OR THE
PROPERTY  DESCRIBED  HEREIN.  COMPANY  HEREBY WAIVES AND  CONTINENTAL  EXPRESSLY
DISCLAIMS ALL WARRANTIES,  GUARANTEES AND  REPRESENTATIONS,  EXPRESS OR IMPLIED,
ARISING BY LAW OR OTHERWISE,  INCLUDING  BUT NOT LIMITING THE  GENERALITY OF THE
FOREGOING, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR REGARDING
THE CONDITION OF THE PROPERTY. IN NO EVENT SHALL CONTINENTAL'S  LIABILITY OF ANY
KIND UNDER THIS  AGREEMENT  INCLUDE ANY SPECIAL,  INCIDENTAL,  CONSEQUENTIAL  OR
EXEMPLARY DAMAGES EVEN IF CONTINENTAL SHALL HAVE BEEN ADVISED OF THE POSSIBILITY
OF POTENTIAL LOSS OR DAMAGE.

15.  PAYMENTS

If the term of this  Agreement  shall  commence or end on any day other than the
first and last day, respectively, of a calendar month, the consideration due for
a portion  of a month  shall be  prorated  on a  per-diem  basis,  and the first
payment shall be due on or before the effective date hereof.

Any unpaid or past due amounts shall bear interest from the date due until paid,
at 1-1/2% per month, or, at CONTINENTAL's  option, the maximum rate allowable by
law, which interest shall be considered as part of the rental payable hereunder.
Acceptance by CONTINENTAL  of any partial  payment,  including  endorsement of a
check,  shall not be deemed to be an accord and  satisfaction.  CONTINENTAL  may
accept  such check or payment  without  prejudice  to it's right to recover  the
balance due or to pursue any other remedy available to it.

16.  UTILITIES

CONTINENTAL shall furnish the PREMISES with utilities and services to the extent
that they are furnished to CONTINENTAL  under the BASE LEASE.  CONTINENTAL shall
not be liable for, and COMPANY  hereby  releases  and waives any claims  against
CONTINENTAL  resulting from any failure or interruption of such services even if
caused by the negligence of CONTINENTAL; provided that COMPANY shall be entitled
to an  abatement  of rent  payable  hereunder  during  such period of failure or
interruption to the extent that  CONTINENTAL  receives such abatement in respect
of the  PREMISES  under  the BASE  LEASE.  COMPANY  shall  pay  CONTINENTAL,  as
additional rent, for any extraordinary electrical, gas or water consumption, and
any utility costs attributable to equipment installed by COMPANY.

17.  CONDUCT AND WASTE

COMPANY, in its use of the PREMISES, covenants and agrees that it shall:

A.   Conduct its operations in an orderly and proper  manner.  COMPANY shall not
     create,  generate or permit the creation or generation  of vibrations  that
     might tend to damage the  PREMISES;  loud  noises;  the  emission of steam,
     gases or unpleasant or noxious odors;  nor in any manner annoy,  disturb or
     be offensive to other tenants of the PREMISES and common areas.

B.   Be  responsible  for the conduct,  appearance and behavior of its officers,
     employees,  agents,  contractors,  customers  and  invitees  on  and in the
     vicinity of the PREMISES,  and upon  objection  from  CONTINENTAL or OWNER,
     shall   immediately   make  every   reasonable   effort  to  eliminate  any
     unsatisfactory conduct, appearance or behavior.

C.   Not allow garbage,  debris or other waste materials (whether solid,  liquid
     or gaseous) to collect or  accumulate on or in the PREMISES or in access or
     service areas.  COMPANY shall remove debris and other waste  materials from
     the PREMISES in accordance with all applicable  regulations  governing such
     activity.  COMPANY shall keep all lobbies,  vestibules and steps within the
     PREMISES free from dirt and rubbish.

D.   It is intended that the standards and  obligations  imposed by this section
     shall be  maintained  and  complied  with by  COMPANY  in  addition  to its
     compliance  with any  present  and  future  governmental  laws,  rules  and
     regulations.

18.  SECURITY

COMPANY shall adopt and enforce appropriate  procedures to prevent  unauthorized
access  to  CONTINENTAL's  operations  areas  and  aircraft,  on the part of its
passengers,  employees,  vendors,  licenses, and invitees. Such procedures shall
include,  without limitation, a requirement that all COMPANY's employees visibly
display a photographic  identification  badge on their person at all times while
within  an area  covered  by this  Agreement  which is not  open to the  general
public,  and a requirement that all passengers and other persons who are present
in such an area be in the COMPANY  of, and  escorted  by, a properly  identified
employee  of  COMPANY.  COMPANY  further  agrees to  indemnify,  defend and hold
CONTINENTAL  harmless  with  respect to any fine,  levy or penalty  which may be
imposed upon  CONTINENTAL by the Federal  Aviation  Administration  or any other
government  authority  for  violation  of any law or  regulation  pertaining  to
aircraft  or airport  security as a result of any act or omission on the part of
COMPANY,  such  indemnity  to include  all  attorney's  fees and other  costs of
defense incurred in connection therewith.

19.  GOVERNMENTAL REQUIREMENTS

COMPANY covenants and agrees, at its sole expense, including payment of fees and
deposits, to procure from all governing authorities asserting  jurisdiction over
the  operations  of  COMPANY,  all  licenses,  certificates,  permits  or  other
authorization which may be necessary for the conduct of its operations.  COMPANY
shall at all times promptly  observe,  comply with and execute the provisions of
any  and  all  present  and  future  federal,   state  and  local  laws,  rules,
regulations,  requirements,  orders and directions which may pertain or apply to
the operations of COMPANY and its occupancy of the PREMISES.

20.  RULES, REGULATIONS AND ADMINISTRATION

COMPANY shall be responsible for initiating,  maintaining and supervising safety
precautions  and programs  necessary to prevent  injury to persons and damage to
property in, on or about the  PREMISES,  and shall  observe and obey all present
and future rules and regulations issued by CONTINENTAL and OWNER for the conduct
of tenants and  subtenants at the  PREMISES,  including but not limited to those
regulating preservation and security of the PREMISES.

21.  MAINTENANCE AND REPAIRS

A.   Any  construction,  addition to, or alteration of the PREMISES  required by
     COMPANY  shall be made by COMPANY at its sole cost and  expense,  only upon
     prior  written  approval by  CONTINENTAL,  and if  required  under the BASE
     LEASE,  OWNER, and shall, upon expiration or termination of this Agreement,
     at  CONTINENTAL's  option,  be  promptly  removed,  with any damage  caused
     thereby repaired, at COMPANY's sole cost and expense.

B    COMPANY  covenants  and agrees to maintain the  PREMISES,  and shall at its
     sole cost and  expense,  make any  installations,  non-structural  repairs,
     replacements,  redecorating  and other  maintenance  necessary  to keep the
     PREMISES, and all equipment,  fixtures, furnishings and signs therein, in a
     clean, neat and orderly condition, save and except (i) normal wear and tear
     that could not have been prevented by,  reasonable  repair and maintenance;
     and (ii) damage by fire or other  casualty not due to the fault of COMPANY.
     All  maintenance  and repair  work  undertaken  by COMPANY or its agents or
     employees  shall  be  performed  in  a  good  and  workmanlike  manner,  in
     accordance  with the  standards  of the facility and of a quality and class
     not inferior to the original material and workmanship, leaving the PREMISES
     free of liens for labor and materials.

C.   In the  event  that,  within  * days of  receipt  of  written  notice  from
     CONTINENTAL or OWNER that a repair is necessary,  COMPANY fails to commence
     and  diligently  continue to complete  such  repair,  CONTINENTAL,  without
     obligation  to do so, may make such  repair,  and  COMPANY  shall  promptly
     reimburse CONTINENTAL for all costs and expenses incurred thereby.

D.   COMPANY  covenants  and agrees to  maintain  the  PREMISES  and conduct its
     operations  in such a manner  that at no time  shall it do or  permit to be
     done any act or thing in, on or in the vicinity of the PREMISES  which will
     invalidate  or  conflict  with  any fire and  casualty  insurance  policies
     covering the PREMISES, or any part thereof, or which may create a hazardous
     condition  or  otherwise  increase  the risk  normally  attendant  upon the
     operations  contemplated  hereunder.  COMPANY  shall  promptly  observe and
     comply  with all present and future  rules,  regulations  and orders of the
     Fire Underwriters  Association or of any other board or organization  which
     may exercise similar functions.

E.   Any  increase  in fire  or  casualty  insurance  premiums  attributable  to
     COMPANY's  acts or  omissions  under  this  Agreement,  shall  be  promptly
     reimbursed by COMPANY, upon receipt of CONTINENTAL's and/or OWNER's invoice
     therefor.


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22.  SURRENDER

Upon  expiration or other  termination of this Agreement in accordance  with the
provisions herein,  COMPANY shall remove all signs, trade fixtures and any other
personal  property,  repair all damage  caused by  removal,  and  surrender  the
PREMISES in as good condition as at the  commencement  hereof and otherwise in a
clean,  neat and orderly  condition,  except for normal wear and tear that could
not have been  prevented  by  reasonable  repair and  maintenance.  In the event
COMPANY  fails to  surrender  possession  as required  herein,  CONTINENTAL  may
reenter and repossess the PREMISES without further notice, any personal property
therein being deemed abandoned by COMPANY.  COMPANY hereby waives service of any
notice of  intention  to  reenter  and right to redeem  that may be  granted  by
applicable laws.

23.  RIGHT OF ENTRY

CONTINENTAL  reserves  the right for itself and OWNER to enter upon the PREMISES
at any time during an  emergency  to take such action as may be required for the
protection  of  persons  and  property,  and for any other  reasonable  purpose,
including without limitation,  as access to and egress from areas other than the
PREMISES,  and to perform such functions as may be necessary for the maintenance
and  operation  of  the  PREMISES,  for  inspection,  repairs,  alterations  and
improvements,  and showing to  prospective  tenants.  Such activity shall not be
cause for abatement of any amount  payable to  CONTINENTAL  by COMPANY,  and the
term of this Agreement shall not thereby be extended.  CONTINENTAL  shall make a
reasonable effort to minimize interference with COMPANY's operations during such
activity.

24.  TAXES AND FEES

COMPANY agrees to pay,  before they become  delinquent,  all taxes (both general
and  special),  and all  assessments,  fees and charges of any kind  whatsoever,
levied or assessed  against any  property of COMPANY  located  thereon,  and any
business conducted by COMPANY thereon. COMPANY agrees to use its best efforts to
cause the  PREMISES,  and its personal  property and business  operations  to be
assessed and taxed separately from the BASE LEASE and the PREMISES. On demand by
CONTINENTAL,  COMPANY shall furnish CONTINENTAL with satisfactory  evidence that
such  payments  required  from  COMPANY  have  been  made.  In  the  event  that
Continental  shall be assessed any taxes or fees relative to the rental  payable
by COMPANY to CONTINENTAL  hereunder  (other than income  taxes),  or for any of
COMPANY's  equipment,   furniture,   fixtures,  personal  property  or  business
operations,  COMPANY shall  reimburse such amount to  CONTINENTAL  within * days
after receipt of a written statement thereof.

25.  FORCE MAJEURE

Notwithstanding  anything to the contrary herein contained,  neither party shall
be deemed in violation of this Agreement if it is prevented from  performing any
of its obligations  hereunder,  except making rental and any other payments due,
by any labor or industrial  dispute;  civil  disturbance;  vandalism or act of a
public enemy;  shortage of labor, energy or material;  court order,  regulation,
action or non-action of any governmental authority;  weather condition;  natural
disaster;  act of God; or other  circumstance not reasonably within its control,
and  which,  with the  exercise  of due  diligence,  it is unable  to  overcome;
provided,  however,  that  nothing in this  Section 26 shall extend the time for
performance  by  COMPANY  unless  the time for  performance  by  CONTINENTAL  is
extended for such reason  under the BASE LEASE.  Each party shall give the other
immediate  notice of such  interruption,  shall make all  reasonable  efforts to
eliminate  it  as  soon  as  possible,  and  at  its  conclusion,  shall  resume
performance in accordance with its obligations hereunder. Neither party shall be
required  by the  foregoing  to settle or  compromise  any strike or other labor
dispute.  Either party may terminate  this  Agreement  should such  interruption
exceed * days.

26.  RELATIONSHIP

The  relationship  between  CONTINENTAL and COMPANY shall be that of sublandlord
and subtenant  for all purposes and nothing  herein shall be construed to create
or imply an  employer/employee,  agency,  partnership,  joint  venture  or other
relationship.  It is agreed and acknowledged that each of the parties is engaged
in its own separate and distinct  business,  and is not under the control of the
other party in the  performance of the agreements  herein  contained.  No person
employed by either  shall be held or construed to be an employee or agent of the
other under any  circumstances.  Each party assumes full  responsibility for any
and all liability to its own employees on account of injury,  or death resulting
therefrom, sustained in the course of their employment. Each party, with respect
to its own  employees,  accepts  full and  exclusive  liability  for  payment of
Workers'  Compensation and employer's  liability insurance premiums with respect
to such employees, and for payment of all taxes, contributions or other payments
for unemployment compensation or old age benefits, pensions, or annuities now or
hereafter  imposed upon employers by any government or agency thereof  asserting
jurisdiction  in  respect of such  employees  measured  by the wages,  salaries,
compensation or other  remuneration  paid to such employees,  and agrees to make
such  payments and to make and file all reports and returns and to do everything
necessary  to  comply  with the  laws  imposing  such  taxes,  contributions  or
payments.

27.  INDEMNIFICATION

A.   RELEASE

COMPANY  hereby  covenants  and agrees that,  anything in this  Agreement to the
contrary  notwithstanding,  CONTINENTAL  shall not be liable for (a) any acts or
omissions of, or for any condition  resulting from, the operations or activities
of any  person,  firm  or  corporation,  or  its  officers,  directors,  agents,
employees,  customers,  invitees, vendors, or contractors relating to or arising
out of this Agreement, or (b) any loss or damage to any property or the death or
injury  of  any  persons  (including  property  of  COMPANY,  or  its  officers,
directors,  employees,  agents,  customers,  vendors,  contractors or invitees),
occasioned by theft,  fire, acts of God, or any governmental  body or authority,
injunction, riot, war, other tenants of the PREMISES, or any other matter beyond
the  control  of  CONTINENTAL,  or any damage or  inconvenience  which may arise
through repair or alteration of the PREMISES, or the failure to make repairs.

B.   INDEMNITY

Anything in this Agreement to the contrary notwithstanding, and without limiting
COMPANY's  obligation  to provide  insurance  pursuant to  insurance  provisions
herein,  COMPANY covenants and agrees that it shall protect,  indemnify,  defend
and hold harmless,  CONTINENTAL,  its parent and  subsidiaries,  OWNER and their
respective  predecessors  and former,  present and future  directors,  officers,
employees, agents, successors and assigns (the "Indemnitees"),  from and against
all  liabilities,   losses,  damages,  penalties,  claims,  costs,  charges  and
expenses,  causes of action and judgments of any nature  whatsoever,  including,
without limitation, fees and disbursements of counsel incurred by any Indemnitee
in any action or proceeding  between COMPANY and any Indemnitee,  or between any
Indemnitee  and any third  party,  or  otherwise,  which may be imposed  upon or
incurred by the  Indemnitees  by reason or arising  out of any of the  following
(even if caused by the  ordinary  negligence  of any  Indemnitee,  except to the
extent caused by the gross negligence or willful misconduct of any Indemnitee):

     1)   Any occupancy,  management or use of the PREMISES,  or common areas or
          the service areas,  parking areas, or pedestrian areas in the vicinity
          of the PREMISES, by COMPANY or any of its directors, officers, agents,
          contractors,  servants, employees, licensees, invitees, successors and
          assigns;

     2)   Any act or  omission  of  COMPANY or any of its  directors,  officers,
          agents,  contractors,   servants,  employees,   licensees,   invitees,
          successors and assigns;

     3)   Any  accident,  injury  to or death of any  person,  or  damage  to or
          destruction  of any  property  occurring  on or in the vicinity of the
          PREMISES,  including  but not limited to aircraft,  interference  with
          CONTINENTAL's operations, and loss of use;

     4)   Any  failure  on  the  part  of  COMPANY  to  comply  with  any of the
          covenants,   agreements,   terms  or  conditions   contained  in  this
          Agreement,  the BASE LEASE or rule regulation,  requirement,  order or
          directive for which it is responsible;

CONTINENTAL shall promptly notify COMPANY of any such claim asserted against it,
and forward  copies of all papers or legal process  served upon it in connection
with any action or proceeding  brought  against any  Indemnitee by reason of any
such claim.

28.  ENVIRONMENTAL OPERATIONS

COMPANY covenants and agrees:

A.   That it shall not cause or permit any Hazardous  Material to be stored upon
     the PREMISES  without the written consent of CONTINENTAL,  and shall advise
     CONTINENTAL of any known or suspected environmental contamination;

B.   That its operations shall at all times remain in compliance with:

     1)   CONTINENTAL's  written  restrictions  and  requirements  governing the
          identification and use of chemical and petroleum products; and

     2)   all orders and regulations promulgated by the Occupational, Safety and
          Health Administration and by the Environmental  Protection Agency, and
          all  other  federal,   state  and  local  laws,  rules,   regulations,
          requirements,  orders and directive  governing safety, the environment
          and hazardous and toxic substances;

C.   That it shall:

     1)   secure  at  its  own  expense,  all  required  permits,  licenses  and
          authorizations necessary for such compliance;

     2)   advise   CONTINENTAL   of  any   notice   of   potential   or   actual
          non-compliance;

     3)   immediately  upon  receipt,  provide  CONTINENTAL  with  copies of any
          notice or notices relating to non-compliance; and

     4)   allow CONTINENTAL's designated  representatives the unrestricted right
          to inspect and review its on-premises operations and equipment. Unless
          necessary in an  emergency  situation,  CONTINENTAL's  representatives
          shall not purposefully interfere with or inhibit COMPANY's operation.

D.   That all notices,  copies and correspondence relating to this Section shall
     be delivered as described in the NOTICE  provision of this Agreement to the
     following  address,  or to any  address  subsequently  provided  by  proper
     notice.  Copies of such material shall be  hand-delivered  to CONTINENTAL's
     on-site representative upon request:

     Continental Airlines, Inc.
     Environmental Affairs Department
     1600 Smith
     DEPT HQSPF
     Houston, TX 77002

E.   As used herein,  the term  "Hazardous  Materias"  includes  any  hazardous,
     explosive,  radioactive, or toxic substance, material, or waste which is or
     becomes regulated by any local governmental  authority,  the state in which
     the Sublease PREMISES is located or the United States,  including,  without
     imitation,  any material or  substance  which is (a) defined or listed as a
     hazardous waste,  extremely  hazardous waste,  restricted  hazardous waste,
     hazardous substance,  hazardous material, pollutant, or contaminant,  under
     any  applicable  law,  (b) a  petroleum  or a petroleum  derivative,  (c) a
     flammable  explosive,  (d) a radioactive  material,  (e) a  polychlorinated
     biphenyl,  (f) asbestos or an asbestos  derivative,  (g) urea  formaldehyde
     foam insulation, or (h) radon gas.


29.  ENVIRONMENTAL INDEMNITY

COMPANY  covenants  and agrees to release,  indemnify,  hold harmless and defend
CONTINENTAL,  its  parent  and  subsidiaries  and  their  respective  directors,
officers, employees, agents, successors and assigns from and against any and all
claims,  liabilities,  losses, expenses, damages, causes of action and judgments
of any nature  whatsoever,  including  but not limited to  reasonable  attorney,
consultant and expert fees, costs and related expenses;  and including,  but not
limited  to  investigation,  monitoring,  storage,  clean-up  or other  curative
measures ordered by the  Occupational,  Safety and Health  Administration or the
Environmental  Protection Agency or any other federal,  state or local agency or
entity asserting jurisdiction;  arising out of the discharge, disbursal, release
or escape of any Hazardous  Material;  arising out of or in any manner connected
with  any  act or  omission  of  COMPANY  or its  directors,  officers,  agents,
contractors, servants, employees, licensees, invitees, successors and assigns.

30.  INSURANCE ENDORSEMENTS

COMPANY  shall cause the  required  insurance  coverage to be duly and  properly
endorsed by its insurance underwriters to provide that:

A.   CONTINENTAL,  OWNER, and their respective officers,  directors,  agents and
     employees  are named as additional  insureds  thereunder in respect of this
     Agreement.

B.   The policies shall include a standard cross liability clause.

C.   COMPANY's insurance shall be primary insurance and that any other insurance
     policy or policies of CONTINENTAL are noncontributory,  secondary or excess
     insurance.

D.   COMPANY's policy expressly insures COMPANY's  contractual liability assumed
     by COMPANY under this Agreement.

E.   COMPANY's insurers waive all rights of subrogation  against CONTINENTAL and
     OWNER, and their respective directors, officers, agents and employees.

F.   CONTINENTAL  shall be given  thirty (30) days prior  written  notice of any
     cancellation, or other material or adverse change.

G.   COMPANY's insurers agree that COMPANY's breach of any warranty set forth in
     its  policy  of  insurance   will  not   invalidate  the  insurance  as  to
     CONTINENTAL.

Upon  execution  of  this  Agreement,   and  upon  any  reasonable   request  by
CONTINENTAL,  COMPANY shall forthwith supply  CONTINENTAL  with  certificates of
insurance  as evidence  of the  insurance  coverage  and  endorsements  required
herein.

COMPANY agrees that the terms of these  insurance  requirements  may be revised,
and  the  minimum  coverages  may  be  increased  upon  the  written  demand  of
CONTINENTAL, which demand shall be based on reasonable and justifiable grounds.

31.  SURVIVAL OF TERMS

Termination of this Agreement or any part thereof by notice,  expiration of term
or  otherwise,  shall not  relieve  COMPANY of any  liabilities  or  obligations
accrued  on or  prior  to the  date  of  termination,  and the  indemnities  and
insurance  provisions contained or referred to herein shall remain in effect and
shall survive the expiration or other termination of this Agreement.

32.  TERMINATION

Without limiting any rights of CONTINENTAL to terminate this Agreement as may be
afforded by operation of law,  this  Agreement  shall also be  terminated at the
option of CONTINENTAL, as follows:

A.   Immediately  upon the  termination  or  expiration of the BASE LEASE or any
     portion thereof relating to the PREMISES, or upon expiration or termination
     of CONTINENTAL's  right to grant to COMPANY the right to occupy and use the
     PREMISES as contemplated herein, in which event COMPANY shall have no claim
     for the unexpired term hereof.

B.   Immediately and without notice to COMPANY in the event that COMPANY files a
     voluntary petition in bankruptcy or that proceedings in bankruptcy shall be
     instituted against COMPANY and not dismissed within * days, or that a court
     shall take  jurisdiction  of COMPANY or its assets  pursuant to proceedings
     brought under the provisions of any federal  reorganization  act, or that a
     receiver  of  COMPANY's  assets  shall  be  appointed  and such  taking  or
     appointment shall not be stayed or vacated within a period of * days.

C.   Immediately  upon written  notice to COMPANY,  if COMPANY  fails to pay any
     installment  of rent or additional  rent within * days after such amount is
     due.

D.   Immediately  upon written  notice to COMPANY,  if COMPANY fails to perform,
     keep, and observe any of the covenants,  terms and conditions which COMPANY
     is obligated herein to perform,  keep and observe,  except that termination
     shall be stayed as long as  COMPANY  cannot  reasonably  cure such  default
     immediately,  and as long as COMPANY is diligently  proceeding to cure such
     default (but in no event shall termination be stayed for more than * days).

E.   Immediately  by either party upon the  acquisition or  condemnation  of the
     PREMISES by eminent domain,  in which event COMPANY shall have no claim (i)
     for the unexpired  term hereof,  or (ii) any part of the award made for the
     PREMISES, but may claim any award for its personal property.

In the event this Agreement is terminated in accordance with the foregoing prior
to the  expiration  of  the  term  hereof,  or  during  any  extension  thereof,
CONTINENTAL  may relet the PREMISES for any term and under any conditions it may
deem  satisfactory,  which  shall not  affect or impair  CONTINENTAL's  right to
recover any damages  occasioned by any default by COMPANY.  CONTINENTAL shall be
afforded  all  rights  under  applicable  law to  recover  damages  suffered  by
CONTINENTAL after a default hereunder by COMPANY, it being agreed that the right
to terminate this Agreement shall be cumulative of all other remedies  available
to CONTINENTAL at law or in equity.

33.  NON-DISCRIMINATION AND EQUAL  OPPORTUNITY

COMPANY,  for itself,  its successors in interest and assigns,  as a part of the
consideration  hereof, as a covenant running with the land, covenants and agrees
that it shall not  discriminate  by segregation or otherwise  against any person
because of race, color or national  origin,  in providing or refusing to provide
to  any  person  the  use  of  the  PREMISES,   or  any  services,   privileges,
accommodations,  or  activities  provided by COMPANY,  and to be bound by and to
perform in accordance  with all applicable  provisions and  requirements  of all
federal,  state and local laws, executive orders and regulations issued pursuant
thereto,  including  without  limitation,  and to the extent  applicable to this
Agreement, the provisions contained within:

A.   The Fair Labor Standards Act;

B.   The  Equal  Opportunity  clause  set  forth in 41 CFR  Parts  60-1 et seq.,
     pursuant to the  requirements  of Section 202 of Executive  Order 11246, as
     amended, and the implementing regulations of the Office of Federal Contract
     Compliance Programs;

C.   Contractual  requirements of the Rehabilitation Act of 1973 as set forth in
     41 CFR Sec 60-741.4;  and of the Vietnam Era Veterans  Readjustment  Act of
     1974 as set forth in 41 CFR Sec. 60-250.4;

D.   The requirements of the Occupational  Safety and Health Act and regulations
     issued thereunder; and


E.   Titles I, II, III,  IV, and V of the  Americans  with  Disabilities  Act of
     1990;

     as  the  foregoing  may  be  amended  or  replaced,  which  provisions  are
     incorporated  herein by reference as if set forth in full.  By execution of
     this  Agreement  each party  represents  and warrants  compliance  with the
     aforementioned regulations and will furnish proof thereof demand.

F.   COMPANY further covenants and agrees to:


     1)   Indemnify and defend  Continental from and against any and all claims,
          liabilities,  losses and judgments arising out of COMPANY's failure to
          comply with these provisions; and

     2)   Include and require  inclusion of these  provisions in all  agreements
          regarding the PREMISES,  including,  without limitation,  those of its
          contractors, subcontractors, successors and assigns.

34.  NON-DISCRIMINATION BREACH

In the event of any  breach of any of the  above  non-discrimination  covenants,
CONTINENTAL shall have the right,  without limiting any other right available to
CONTINENTAL  hereunder or under  applicable law, to terminate this Agreement and
to reenter and repossess the  PREMISES,  and hold the same as if this  Agreement
had never been made or issued.  This provision  shall not be effective until the
procedures  of Title  49,  CFR Part 21 are  followed  and  completed,  including
exercise or expiration of appeal rights.

35.  SEVERABILITY

If any term or provision of this  Agreement  or the  application  thereof to any
person  or  circumstance   shall,  to  any  extent,   be  declared   invalid  or
unenforceable  by a court of competent  jurisdiction,  such invalidity shall not
affect or impair the remainder of this Agreement or its application to any other
person or  circumstance,  and this  Agreement  shall not be affected or impaired
under any  circumstance  or in any  jurisdiction  where such  provision  remains
valid.

36.  COLORADO LAW

THIS AGREEMENT  SHALL BE CONSTRUED AND  PERFORMANCE  THEREOF SHALL BE DETERMINED
ACCORDING TO THE LAWS OF THE STATE OF COLORADO.


<PAGE>


37.  TIME IS OF THE ESSENCE

The parties  expressly  agree that time is the essence of this  Agreement and of
every provision hereof.  Failure by a party to complete  performance  within the
time  specified,  or within a reasonable  time if no time is  specified  herein,
shall,  without  prejudice of any other  rights or  remedies,  relieve the other
party of any obligation to accept such performance.

38.  QUIET ENJOYMENT

CONTINENTAL  agrees that upon payment of the rents and other  payments  due, and
performance  of the  covenants  and  agreements  on the  part of  COMPANY  to be
performed  hereunder,  COMPANY  shall  peaceably  have and enjoy  the  PREMISES,
subject to an event of Force Majeure and to the terms and conditions herein.

39.  LIENS

COMPANY shall not allow any  condition to exist or situation to develop  whereby
any party would be entitled, as a matter of law, to a lien against the PREMISES,
and agrees to indemnify, release, defend and hold CONTINENTAL and OWNER harmless
from and against any and all costs, expenses and claims arising therefrom.

40.  WAIVER

No waiver by either party at any time of any of the terms, conditions, covenants
or  agreements  herein or of any  forfeiture,  including  any delay,  failure or
omission of CONTINENTAL  to reenter the PREMISES,  shall be deemed or taken as a
waiver  at any  time  thereafter  of the  same  or any  other  term,  condition,
covenant,  or  agreement  herein  contained,   nor  of  the  strict  and  prompt
performance thereof. No notice shall be required to restore or revive any right,
power, privilege, option or remedy after waiver, and no right, power, privilege,
option or remedy  shall be construed as being  exhausted  or  discharged  by the
exercise thereof in one or more instances.  Each and all of the rights,  powers,
privileges,  options and remedies given to either party by this Agreement  shall
be  cumulative,  and no one of them shall be exclusive of the other or exclusive
of any remedies provided by law.

41.  ASSIGNMENT

This  Agreement  and the rights and  obligations  created  hereunder  may not be
assigned  or  delegated  by  COMPANY   without  the  prior  written  consent  of
CONTINENTAL  and OWNER (if OWNER'S  consent is required  under the BASE  LEASE);
but, subject to the foregoing,  this Agreement and the rights and obligations of
the parties  hereby  created,  shall be binding upon and inure to the benefit of
the   parties   hereto,   their   respective   successors,   assigns  and  legal
representatives.  CONTINENTAL  reserves  the  right to assign  or  transfer  its
interest hereunder without notice.

42.  CAPTIONS

The captions of the articles  and  sections of this  Agreement  are inserted for
convenience  only,  and are not intended and shall not be construed to affect in
any  manner  the  terms  and  conditions   hereof,  or  the   interpretation  or
construction thereof.

43.  APPROVAL BY OWNER

The  parties  hereto  agree that this  Agreement  is subject to the  consent and
approval of OWNER. If written  consent  thereto is denied,  either party may, at
its  option,  but without  limiting  any rights that may exist for any breach of
this Agreement prior to such option (which rights shall  continue),  rescind its
signature and this  Agreement  shall  thereafter  become null and void,  and the
parties shall become discharged from all liabilities  hereunder  attributable to
the period of time after such rescission.

44.  ENTIRE AGREEMENT

This Agreement, including any exhibits and inclusions by reference, contains the
entire understanding between the parties hereto pertaining to the Premises,  and
supersedes   and  revokes  all  previous   leases,   agreements,   negotiations,
arrangements,  letters  of  intent,  offers,  proposals,   representations,  and
information conveyed,  whether oral or in writing, between the parties hereto to
the extent pertaining to the Premises or their respective representatives or any
person purporting to represent either. COMPANY acknowledges that it has not been
induced to enter into this Agreement by any  representation  or  construction of
this  Agreement,  and agrees that  CONTINENTAL  shall have no liability  for any
consequences arising as a result of such representation.

No amendment,  change or addition to this Agreement shall be binding upon either
party hereto unless in writing and signed by the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the effective date hereof.

CONTINENTAL AIRLINES, INC.                  Frontier airlines, INC


BY: ______________________                  BY: ______________________


TITLE: ___________________                  TITLE: ___________________


DATE: ___________________                   DATE: ___________________



CITY AND COUNTY OF DENVER


BY: ______________________


TITLE: ___________________


DATE: ___________________


<PAGE>



                                   EXHIBIT A

                PREMISES (Area Map to be included with AGREEMENT)

Area                                        Sq. Ft.

Room No. 132                                     *
Room No. 130                                     *
Room No. 129                                     *
Room No. 120                                     *
Caged Storage Area                               *
Room 116                                         *
Hangar Bay                                       *
Stores Hall                                      *
                                            ------
                                                 *