Exhibit 10.12(c)


            AMENDED AND RESTATED SEVERANCE AGREEMENT



          This  Amended  And  Restated Severance  Agreement  (the
"Agreement") was executed by the parties as of the date set forth
on  the  signature page (the "Signature Date") and was authorized
and effective as of November 17, 2003 (the "Effective Date"),  by
and  between  FLYi,  Inc.,  a Delaware corporation  ("FLYi")  and
Independence Air, Inc., a California corporation, and Richard  J.
Surratt ("Surratt").

          Witnesseth That:

          Whereas,  Surratt is currently employed by the  Company
as  Executive Vice President, Chief Financial Officer,  Treasurer
and  Assistant Secretary, and in connection with such  employment
entered  into a Severance Agreement (last restated as of December
28, 2001) with the Company; and

          Whereas,  the  Company wishes to assure itself  of  the
continued services of Surratt; and

          Whereas,   on   November  17,  2003,  the  Compensation
Committee of the Board of Directors of FLYi determined  that  the
best  interests  of the Company would be served by  amending  and
restating the terms and conditions of and benefits provided under
the  then-existing Amended and Restated Severance Agreement  with
Surratt;

          Now,  Therefore, the parties, for and in  consideration
of the mutual and reciprocal covenants and agreements hereinafter
contained, and intending to be legally bound hereby, do  contract
and agree as follows:

          1.    Employment   Company hereby employs  Surratt  and
Surratt  hereby  accepts  employment by  Company  and  agrees  to
perform his duties and responsibilities hereunder upon all of the
terms  and conditions as are hereinafter set forth.  For purposes
of  this  Agreement,  as  used in the  definition  of  Change  in
Control,  "Company" shall mean FLYi, Inc., and as used  elsewhere
in this Agreement shall mean FLYi, Inc. and its subsidiaries, and
shall  also  mean any successor to FLYi, Inc., including  without
limitation  any  corporation or other entity  into  which  it  is
merged  or  which  acquires  all  or  substantially  all  of  its
outstanding common stock or assets.

          2.    Duties   Surratt shall serve the Company  in  the
capacities of Executive Vice President, Chief Financial  Officer,
Treasurer  and Assistant Secretary.  Surratt shall  generally  be
responsible  for supervising and directing the financial  affairs
of  the  Company  and  of  any other  entity(ies)  to  which  the
Company's  obligations  under this Agreement  shall  be  assigned
pursuant to Paragraph 12.  Surratt shall otherwise be responsible
for  carrying  out  all such other duties and  services  for  the
Company  commensurate with Surratt's position, as may be designed
from  time to time by the Chief Executive Officer of the  Company
(the "CEO").

          3.    Term  of Employment  Surratt's term of employment
under  this  Restated Agreement shall commence on  the  Effective
Date  and  shall terminate on the last day of the calendar  month
which  is  twelve (12) calendar months after the Effective  Date,
unless further extended as hereinafter set forth.  Commencing  on
each  successive anniversary of the Effective Date, the Agreement
shall  automatically  be extended for an additional  twelve  (12)
months  without  further action by either party unless  Surratt's
employment  has previously been terminated or unless  Surratt  or
the  Company  has  provided  notice  of  intention  to  terminate
Surratt's employment pursuant to the terms of Paragraph 10 below,
in  which  case Surratt's term of employment under this Agreement
will be extended to the pending Termination Date.

          4.    Extent of Service  Surratt shall devote such time
and  attention  as  is required to perform his obligations  under
this   Agreement   and   will  at  all   times   faithfully   and
industriously,  consistent  with  his  ability,  experience   and
talent, perform his duties hereunder under the direction  of  the
CEO.

          5.    Compensation  During the term of this  Agreement,
Company  agrees to pay to Surratt, and Surratt agrees  to  accept
from  Company, in full payment for services rendered  by  Surratt
and  work  to  be  performed  by him  under  the  terms  of  this
Agreement, the following:

                A.    Salary.  An annual base salary  as  of  the
Effective  Date of onehundred ninety-three thousand five  hundred
dollars ($193,500), which as of April 1, 2004 was increased to an
annual  base  salary  of  two hundred  fifteen  thousand  dollars
($215,000).  Commencing on October 1, 2005 and on each October  1
thereafter,  the  amount  of  Surratt's  base  salary  shall   be
increased  as  determined by the Compensation  Committee  of  the
Board of Directors of the Company (the "Compensation Committee").
Surratt's  base salary for each year shall be payable to  him  in
accordance  with the reasonable payroll practices of the  Company
as from time to time in effect for executive employees (but in no
event less often than monthly).

                B.    Management Incentive  Plan.  Surratt  shall
participate in the Company's Management Incentive Program, or any
successor bonus plan or program for management employees.

               C.   Executive Bonuses.  Surratt shall be eligible
for  an  additional  annual bonus under an executive  performance
bonus  plan  currently known as Senior Management Incentive  Plan
("SMIP")  for  so  long as the Board of Directors  determines  to
maintain such plan.  Under such plan, each calendar year, Surratt
shall  be  entitled  to  receive a bonus  equal  to  a  specified
percentage  of  base salary upon the attainment of  certain  pre-
established goals.  Such goals and percentage of salary shall  be
determined   by   the  Compensation  Committee   prior   to   the
commencement of each plan year.  The bonus amount each year shall
be  paid  in  cash,  stock, options or such  other  form  as  the
Compensation Committee provides, paid at the time period provided
under  such plan, at the same time and in the same form  as  paid
generally to other eligible employees, except to the extent  that
this Agreement provides otherwise.

               D.   Deferred Compensation.

                 (i)    Surratt  will  be  entitled  to  deferred
compensation under an unfunded and non-tax qualified  arrangement
("Deferred  Compensation") as described in this  Paragraph  5.D.,
which  shall  supercede  and  control  over  all  prior  deferred
compensation  arrangements.   The amounts  credited  as  Deferred
Compensation will be recorded as a bookkeeping entry representing
a  general unsecured obligation of the Company and Surratt  shall
not  have  a  claim  to any specific assets  of  the  Company  in
satisfaction  of  the  amounts,  if  any,  payable  as   Deferred
Compensation.   As  of the Effective Date,  the  balance  in  the
Deferred  Compensation  account  recorded  for  Surratt   equaled
$429,900 and as of the Signature Date the balance in the Deferred
Compensation account recorded for Surratt equaled $591,150, which
is   the   amount   of   the   Company's  Deferred   Compensation
"contributions" under the Severance Agreement between the Company
and  Surratt, as such was amended from time to time, through such
respective  dates.  After the Signature Date,  the  Company  will
credit  Deferred Compensation at the rate of seventy-five percent
(75%)  of  Surratt's  annual base salary.  Deferred  Compensation
will  be  based  on  Surratt's annual base salary  in  effect  on
January 1 in each year, and will be credited as of January  1  in
each  year.   The  Company may provide the Deferred  Compensation
through a benefit plan so long as (1) the amount credited by  the
Company  on Surratt's behalf equals the amount set forth  herein,
and  (2)  the vesting schedule, credit for Years of Service,  and
terms of distribution are all at least as favorable to Surratt as
set  forth  herein.   No  interest or rate  of  return  or  other
appreciation or depreciation of value shall accrue or be  payable
on  amounts credited to Surratt as Deferred Compensation pursuant
to this Paragraph 5.D. unless the Company elects otherwise.

                (ii)  Vesting  of Deferred Compensation  will  be
based  upon "Years of Service," with Surratt to be credited  with
one   Year  of  Service  for  completion  of  each  twelve   (12)
consecutive month period of employment with the Company beginning
on  the  first day of Surratt's employment with the  Company  and
ending  on  the  Deferred Compensation Ending  Date  (as  defined
below).   (That  is, Surratt will continue to  be  credited  with
Years  of  Service  during any applicable  Severance  Period,  as
further  provided in Paragraph 10.E.(iv) hereof.)   Surratt  will
become vested in the Deferred Compensation based on the following
schedule:

                                   PERCENTAGE
     YEARS OF SERVICE              VESTED
     LESS THAN 4                   0%
     AT LEAST 4 BUT LESS THAN 5    25%
     AT LEAST 5 BUT LESS THAN 6    35%
     AT LEAST 6 BUT LESS THAN 7    50%
     AT LEAST 7 BUT LESS THAN 8    65%
     AT LEAST 8 BUT LESS THAN 9    80%
     AT LEAST 9                    100%

In  the  event of a Change in Control (as defined and  determined
under  Paragraph  8.B.(ii)  of this Agreement)  of  the  Company,
Surratt  shall  become immediately 100% vested  in  his  Deferred
Compensation amount notwithstanding the above vesting schedule.

                (iii)     The "Deferred Compensation Ending Date"
shall  mean the Termination Date (as defined below) if  Surratt's
employment  with  the Company is terminated  at  any  time  under
circumstances  that do not entitle him to Severance  Compensation
pursuant  to  Paragraph 10 of this Agreement, or shall  mean  the
last day of the Severance Period (as defined in Paragraph 10)  if
Surratt   is  entitled  to  Severance  Compensation.   During   a
Severance Period, Deferred Compensation shall continue to  accrue
and  vest  pursuant  to the terms of Paragraph 10.E.(iv)  hereof.
Upon the Deferred Compensation Ending Date, the Company shall pay
to  Surratt whatever Deferred Compensation amount is equal to the
applicable vested percentage of the total amount then credited to
his  account  pursuant to this Paragraph 5.D., provided  that  if
Surratt's  employment  with  the  Company  is  terminated   under
circumstances  in which he is entitled to Severance  Compensation
other  than termination upon or within twelve months following  a
Change  in  Control, the Company shall pay to Surratt as  of  the
Split Dollar Release Date an interim payment of whatever Deferred
Compensation Amount is equal to the applicable vested  percentage
of the total amount then credited to his account pursuant to this
Paragraph 5.D. and thereafter at the Deferred Compensation Ending
Date   shall   pay   to  Surratt  whatever  additional   Deferred
Compensation amounts that are or have been credited to and vested
in  his  account.   The Company shall make any  payment  required
under  this  Paragraph  5.D.  in cash  within  thirty  (30)  days
following the date such payment is due pursuant to this Paragraph
5.D.,  provided  that the Company shall have a right  of  set-off
against,   and  may  reduce  the  amount  payable   as   Deferred
Compensation  by, any amount owed or payable by  Surratt  to  the
Company.

                E.    Split Dollar Life Insurance.  The following
provisions maintain and continue the split dollar life  insurance
funding  commitments of the Company as provided in Paragraph  5.D
of  Surratt's  prior  Severance  Agreement  entered  into  as  of
December  28,  2001.  The Company shall advance amounts  to  fund
payment  of  the  premiums under a split  dollar  life  insurance
arrangement  covering Surratt as provided in this Paragraph  5.E.
As   of   the  date  hereof,  the  split  dollar  life  insurance
arrangement  is provided under a policy or policies with  Phoenix
Home  Life Mutual (such policies and agreements related  thereto,
the  "Split  Dollar Agreement").  The Company shall  continue  to
abide by the terms of the Split Dollar Agreement with Surratt  in
force  on  the  date  of  this Agreement,  but,  subject  to  the
foregoing,  the Company may implement a substitute  Split  Dollar
Agreement so long as the amount of premiums funded by the Company
on Surratt's behalf equals the amount set forth herein.

                (i)   Surratt  shall be the owner of  the  policy
under  the  Split  Dollar Agreement and will have  the  right  to
designate his beneficiary with respect to proceeds of the  policy
payable  upon  his death; provided, however, that notwithstanding
the foregoing, the Company shall have a collateral assignment  of
the  policy as security for the repayment of the amounts paid  by
the Company toward the premiums for the policy.

                (ii) The Company shall pay the annual premium due
on  the  policy  in  an amount specified in  this  Agreement,  as
amended  from  time to time.  From and after the Effective  Date,
the  amount  of the annual premium the Company pays  shall  equal
$146,250   (which  is  seventy-five percent  (75%)  of  Surratt's
annual  base salary in effect on July 29, 2002) in each year  the
Company  is  obligated to fund the premium as  described  herein.
Provided  that  Surratt remains employed with the Company  as  of
January  1  in a year, the Company shall, except as  provided  in
Paragraph  5.E.(iii) below, for such year pay, on or  before  the
due  date(s) under the terms of the policy, the entire amount  of
the  annual premium due on the policy acquired pursuant  to  this
Paragraph  5.E.   During  any  Severance  Period,  the  Company's
obligation  to  pay the annual premium due on  the  split  dollar
insurance  policy  shall  end  on  the  Termination  Date  unless
Surratt's  employment is terminated upon or within twelve  months
following  a Change in Control, in which case said payments  will
continue through the Severance Period.

                (iii)      The "Split Dollar Release Date"  shall
mean (a) the Termination Date (as defined below, except that  for
purposes  of  this  provision, if Surratt's employment  with  the
Company  is  terminated  under the  circumstances  set  forth  in
Paragraph 10(C)(i) hereof, then notwithstanding anything in  that
paragraph  the  Split Dollar Release Date shall be the  thirtieth
(30th)  day following the date of receipt of the notice  provided
for  therein) except where Surratt's employment with the  Company
is  terminated upon or within twelve months following a Change in
Control, or (b) the last day of the Severance Period (as  defined
in  Paragraph  10), if Surratt's employment with the  Company  is
terminated  upon or within twelve months following  a  Change  in
Control.   The  Company shall fund payment  of  the  premiums  as
provided  in  the  Paragraph 5.E. in each year  until  the  Split
Dollar  Release  Date.  Upon the Split Dollar Release  Date,  the
following shall occur:

                     (a)   Surratt  shall pay to the  Company  an
amount equal to the total of all premiums paid by the Company  on
the  split dollar policy(ies) acquired pursuant to his employment
with  the Company to the date hereof or subsequently pursuant  to
this  Paragraph 5.E., without interest thereon.  The Company may,
at  its option, collect such amount from any amounts it or any of
its  affiliates owes to Surratt and/or from any amounts it or any
of  its  affiliates are obligated to pay Surratt  in  the  future
pursuant  to  this Agreement.  Upon receipt of such  payment  the
Company  shall release its interest in the policy, or  a  portion
thereof, on Surratt's life acquired pursuant to the terms of  the
Split  Dollar  Agreement, or any or all of the paid up  additions
standing  to  the credit of such policy, if any,  such  that  the
released  interest equals the total of all premiums paid  by  the
Company on the split dollar policy(ies) acquired pursuant to this
Paragraph  5.E.  The Company agrees that the amount of  any  such
release  of  interest by the Company shall reduce the  amount  of
"Liabilities"  (as  such  term is defined  in  the  Agreement  of
Assignment of Life Insurance Death Benefit As Collateral  entered
into between Surratt and the Company in connection with the Split
Dollar  Agreement)  owed to the Company in  connection  with  the
Split   Dollar   Agreement  and  related  Collateral   Assignment
Agreement.   Accordingly, the Company also agrees  to  reduce  to
such extent its interest as acquired by collateral assignment  of
the  policy  pursuant to the Split Dollar Agreement  and  related
Collateral Assignment Agreement.

                      (b)    The  Split  Dollar  Agreement  shall
continue in full force and effect and survive separate and  apart
from  this  Agreement; provided, however, that the Company  shall
have no further obligation to pay any premium on the policy under
the  Split Dollar Agreement which has a due date after the  Split
Dollar  Release Date and such obligation shall be transferred  to
Surratt.

                F.   Discretionary Compensation.  The Company may
pay  Surratt discretionary compensation, bonuses and benefits  in
addition to those provided for herein in such amounts and at such
times as the Compensation Committee shall determine.

                G.   Compensation Upon a Change in Control.  Upon
a  Change  in  Control, whether or not Surratt's  employment  has
terminated,   Surratt  shall  receive  all   of   the   following
compensation, paid at the time of the Change in Control:

                     (i)  Salary. A payment in the amount of 300%
of  Surratt's  annual base salary in effect at the  time  of  the
Change in Control.

                     (ii)  Bonus.  For all bonus plans  in  which
Surratt  is participating as of a Change in Control, the  Company
shall  pay to Surratt a lump sum bonus payout. This payout  shall
consist of a payment in the amount calculated by the formula  [(x
+  y)  * z] where (x) is Surratt's base salary earned in the year
from  January 1 to the date of the Change in Control, (y) is  the
amount  which  is  three times Surratt's annual  base  salary  in
effect  at  the  time of the Change in Control, and  (z)  is  the
percentage  which  under each plan is the maximum  percentage  of
base salary that Surratt was eligible to earn during the year  in
which  the  Change in Control occurred assuming all targets  were
met  in full, whether or not said targets actually were met.  The
payments provided for under this Paragraph 5.G.(ii) will be  paid
within thirty days following the Change in Control in cash or  in
such  other form as bonus amounts generally are paid to  eligible
employees,  or  in  a combination thereof, as determined  by  the
Compensation Committee, whose determination and valuation of  any
non-cash  compensation shall be final and binding, and  shall  be
considered to be full compensation for all amounts due to Surratt
for bonus plans in which he was participating as of the Change in
Control,  and  he  shall not be entitled to any further  payments
under  any of said plans during the year of participation,  other
than  pursuant  to  any  arrangements as  provided  in  Paragraph
5.G.(iv)  below.   Notwithstanding the above, any  bonus  due  to
Surratt   for  years  (or  any  other  applicable  bonus  period)
completed prior to the date on which the Change of Control occurs
but not yet paid shall be paid in addition to the bonus described
herein.

                     (iii)     Disability Insurance.  The Company
will  prepay,  to  the  time of Surratt's reaching  age  65,  the
premiums  due on any disability insurance policy as was  provided
to  Surratt  as of the time of Change in Control.  In  the  event
that  the  Company discontinued or reduced the amount of coverage
of any disability insurance within one year preceding a Change in
Control,  the Company shall at the time of the Change in  Control
re-establish  disability  insurance  to  the  amount   previously
provided  and  with equivalent coverage, and shall prepay  future
premiums as provided herein.


                    (iv) Other Benefits Upon a Change in Control.
Surratt  shall  receive  all  of the  other  benefits  separately
provided herein or in other agreements as occurring upon a Change
in  Control.   These  include,  without  limitation,  vesting  of
unvested  stock  options and restricted stock.  In  the  event  a
Change  in  Control  occurs, Surratt shall  be  entitled  to  the
insurance  benefits provided upon Change in Control per Paragraph
10.E.(v)  and the travel benefits, per Paragraph 10.E.(viii),  as
provided upon a Change in Control.  These benefits will apply  at
the  time  of  termination  of  Surratt's  employment,  even   if
Surratt's employment is subsequently terminated in a fashion that
does not give rise to Severance Compensation.

                     (v)   Certain Adjustments.   If, as a result
of  payments  provided for under or pursuant  to  this  Agreement
together  with  all other payments in the nature of  compensation
provided  to  or  for  the  benefit of Surratt  under  any  other
agreement  in  connection with a Change in  Control,  any  state,
local  or  federal taxing authority imposes any taxes on  Surratt
that would not be imposed on such payments but for the occurrence
of  a  Change in Control, including any excise tax under  Section
4999 of the Internal Revenue Code and any successor or comparable
provision, then, in addition to any other benefits provided under
or   pursuant  to  this  Agreement  or  otherwise,  the   Company
(including any successor to the Company) shall pay to Surratt  at
the time any such payments are made under or pursuant to this  or
the  other agreements, an amount equal to the amount of any  such
taxes  imposed  or to be imposed on Surratt  (the amount  of  any
such  payment, the "Parachute Tax Reimbursement").  In  addition,
the Company (including any successor to the Company) shall "gross
up"  such Parachute Tax Reimbursement by paying to Surratt at the
same  time an additional amount equal to the aggregate amount  of
any additional taxes (whether income taxes, excise taxes, special
taxes, employment taxes or otherwise) that are or will be payable
by  Surratt as a result of the Parachute Tax Reimbursement  being
paid  or  payable to Surratt and/or as a result of the additional
amounts  paid  or payable to Surratt pursuant to  this  sentence,
such  that  after payment of such additional taxes Surratt  shall
have  been paid on a net after-tax basis an amount equal  to  the
Parachute  Tax  Reimbursement.  The amount of any  Parachute  Tax
Reimbursement  and  of  any  such  gross-up  amounts   shall   be
determined  by  the  Company's independent auditing  firm,  whose
determination,  absent  manifest  error,  shall  be  treated   as
conclusive  and  binding  absent a  binding  determination  by  a
governmental taxing authority that a greater amount of taxes  are
payable by Surratt.

                H.   Employment or Termination Following a Change
in  Control.  Provided that he remains employed and  the  parties
have  not  otherwise agreed to amend this Agreement, following  a
Change  in  Control Surratt's employment shall  continue  on  the
terms  set  forth  in  this Agreement and  Surratt  shall  remain
subject  to  this  Agreement,  and be  entitled  to  receive  the
compensation,  payments  and  benefits  provided  for   in   this
Agreement.   In the event that Surratt's employment is terminated
upon  or  within one year following the Change in  Control,  such
that  Surratt  would be entitled to Severance  Compensation,  any
amounts  due at the time of termination as Severance Compensation
under  Paragraphs 10.E.(i) and 10.E.(ii) herein shall be  reduced
by  any amounts paid under Paragraph 5.G.(i) and 5.G.(ii) at  the
time  of Change in Control  (under no circumstances would Surratt
be  required to repay the amounts paid to Surratt under Paragraph
5.G(i)  and 5.G.(ii)), but Surratt will be entitled to all  other
Severance Compensation as provided in Paragraph 10.E. herein.  In
the  event that Surratt's employment is terminated more than  one
year following the Change in Control, Surratt will be entitled to
all  payments  and benefits provided for herein with  respect  to
such termination of employment.

           6.  Benefits

                A.   The Company shall pay for or provide Surratt
such  vacation time and benefits, including but not  limited  to,
coverage under Company's major medical, accident, health, dental,
disability  and  life insurance plans, as are made  available  to
other  executive  employees of Company  generally  (and,  to  the
extent provided by such policies, to Surratt's dependents).

                B.    The  Company  agrees to promptly  reimburse
Surratt   for  any  otherwise  unreimbursed  health  or   medical
insurance  premiums  and/or  uncovered  medical  expenses  up  to
$10,000  per  calendar year under a written medical reimbursement
plan  maintained  for Surratt and other key executive  employees.
If  such  payments are taxable to Surratt, the Company shall  pay
Surratt  a  gross-up  equal  to the estimated  income,  FICA  and
Medicare  taxes  due  with  respect to such  reimbursement,  with
federal  and  state income taxes being estimated at  the  highest
marginal rates.

                C.   Surratt shall be eligible to participate  in
any  profit sharing plan, employee stock ownership plan or  other
qualified  retirement plan adopted by Company to the same  extent
as  other executive employees of Company.  Surratt shall also  be
eligible  to  participate in any stock option, restricted  stock,
stock appreciation rights or stock purchase plans or programs  or
nonqualified deferred compensation arrangements of Company, which
participation shall be at levels as may be determined appropriate
by the Compensation Committee.

                D.    The Company agrees to reimburse Surratt for
the  cost  of investment and tax planning services up  to  $5,000
incurred during each calendar year.  If such payments are taxable
to Surratt, the Company shall pay Surratt a gross-up equal to the
estimated  income, FICA and Medicare taxes due  with  respect  to
such  reimbursement, with federal and state  income  taxes  being
estimated at the highest marginal rates.

          7.    Reimbursement of Expenses  The Company agrees  to
promptly  reimburse  Surratt,  within  fifteen  (15)  days  after
presentation of receipts and other appropriate documentation, for
all  reasonable,  ordinary and necessary travel costs  and  other
necessary  expenses incurred by Surratt in performing his  duties
pursuant to this Agreement.

          8.    Stock Options  The Company may from time to  time
grant  to  Surratt  options under FLYi's  stock  option  plan  to
purchase  shares  of the common stock of FLYi at  the  price  per
share  at  the closing of the trading market on the last business
date prior to such grant.  Any such grant will be pursuant to the
terms of the Stock Option Agreement being utilized at the time of
the  grant for stock options granted to Executive Vice Presidents
of the FLYi, except that options granted to Surratt shall contain
terms  relating to the consequences of a Change in  Control  that
are  no less favorable to Surratt than the terms contained in the
form  of  Stock Option Agreement granted to Surratt on  June  26,
2000.   The  Compensation Committee retains  full  discretion  of
whether to grant any stock options.

          9.    Deductions   Deductions shall be  made  from  any
component  of  Surratt's compensation provided pursuant  to  this
Agreement  or  otherwise for social security, Medicare,  federal,
state  and local withholding taxes, and any other such  taxes  as
may from time to time be required by any governmental authority.

          10.  Termination  Surratt's employment with the Company
shall  be  terminated  only  in  accordance  with  the  following
provisions:

               A.   Disability.

                     (i)   In  the  event  Surratt  shall  become
mentally  or  physically disabled so as to have  been  unable  to
perform  his  duties  hereunder for six (6)  consecutive  months,
subject  to Surratt's right to return to work as provided  below,
Company  shall  have the right to terminate Surratt's  employment
with  Company  upon  the  expiration of such  six  month  period;
provided,  however, that upon any such termination Company  shall
be  obligated  to provide Surratt with Severance Compensation  as
provided in Paragraph 10.E. herein.  Such six-month period  shall
be  deemed  to have commenced on the date when Surratt  is  first
unable  to perform his duties on a substantially full-time  basis
because  of  mental or physical disability and shall end  on  the
date  on  which Surratt shall return to the substantial full-time
performance  of  his duties.  If at the expiration  of  such  six
month  period, the Company shall desire to terminate  Surratt  on
the  basis  of disability, it shall give written notice  to  him.
Surratt's  employment shall thereafter be terminated if  he  does
not  return  to substantial full-time performance of  his  duties
within ten (10) calendar days after such notice is given.

                      (ii)  Nothing  contained  herein  shall  be
construed   to  affect  Surratt's  rights  under  any  disability
insurance  or similar policy, whether maintained by the  Company,
Surratt  or  another party.  The Company may utilize a disability
policy to fund, in whole or in part, the compensation that  would
be  due  to  Surratt  during the term of or in  the  event  of  a
disability, in which case the proceeds of the policy would not be
in addition to any compensation otherwise payable to Surratt.

                     (iii)      For  purposes of this  Agreement,
Surratt  shall be deemed to be disabled when he shall  have  been
absent  from his duties because of sickness, illness,  injury  or
other  physical or mental infirmity on a substantially  full-time
basis.   In  the  event  of a dispute as to  whether  Surratt  is
disabled, the issue of the determination of disability  shall  be
submitted to a Board of Arbiters for a binding decision under the
procedures set forth in Paragraph 10.A.(v) below.

                     (iv)     At the end of any disability (other
than  a  disability that results in the termination of  Surratt's
employment  with the Company), Surratt shall return to  work  and
this  Agreement shall continue as though such disability had  not
occurred.

                     (v)   If  there is a dispute as  to  whether
Surratt  is  subject  to  any  disability,  the  issue  shall  be
submitted to a Board of Arbiters (whose decision shall be binding
on  the  Company  and Surratt) consisting of three  persons:  one
physician who specializes in the physical or mental disability in
dispute  (hereinafter  referred to as a  "Specialist")  shall  be
appointed  on behalf of Company by the Chairman of the Board,  or
by  the  Compensation  Committee; a second  Specialist  shall  be
appointed by Surratt and a third Specialist shall be appointed by
the two Specialists so appointed.  The decision of a majority  of
such Specialists shall be binding upon the parties hereto.  If  a
majority  of  the  Specialists determines  that  Surratt  is  not
subject to any disability for purposes of this Agreement, Surratt
shall   return  to  work  under  the  provisions  hereof.    Such
Specialists  may physically examine Surratt, who hereby  consents
to  such  examination and to make available any pertinent medical
records.  The cost of such Specialists shall be paid by Company.

                     (vi)  If  it is determined that Surratt  can
return to work hereunder on a part-time basis, the parties  agree
to  use  good  faith efforts to negotiate the terms of  Surratt's
return to work.

                     (vii)     During any period in which Surratt
is  disabled  but his employment shall not have been  terminated,
Surratt  shall  continue  to receive  his  base  salary  and  any
applicable  bonus, and shall continue to receive all benefits  as
an  employee  and  as  provided  herein  generally.  Any  options
previously  granted shall continue to vest, but  no  new  options
shall  be  issued  to Surratt.  Any mandatory  option  grants  as
provided  herein  shall  be  deferred  until  such  time  as  the
disability period ends.

                     (viii)    During any period in which Surratt
is  disabled  but his employment shall not have been  terminated,
Surratt  shall continue to be credited with Years of Service  for
purposes  of  vesting of Deferred Compensation as  set  forth  in
Paragraph 5.D.

               B.   Death.

                     (i)  Surratt's employment with Company shall
terminate  immediately upon Surratt's death;  provided,  however,
that   Company  shall  be  obligated  to  provide  the  Severance
Compensation as specified in Paragraph 10.E. herein to  Surratt's
estate, heirs or beneficiaries.

                      (ii)  Nothing  contained  herein  shall  be
construed to affect Surratt's rights under any life insurance  or
similar policy, whether maintained by Company, Surratt or another
party.  The Company may utilize a life insurance policy to  fund,
in  whole  or in part, the Severance Compensation that  would  be
payable  in  the  event of Surratt's death,  in  which  case  the
proceeds of any such policy other than the Split Dollar Agreement
would  not be in addition to any Severance Compensation otherwise
payable under this Paragraph 10.B.

               C.   Termination by Surratt.

                      (i)   Other  than  Following  a  Change  in
Control.   Surratt may terminate his employment by delivering  to
Company  sixty  (60) days' written notice, and  such  termination
shall be effective on the sixtieth (60th) day following the  date
of  receipt  of  such notice (the "Termination Date").   In  such
event,  Surratt (i) shall continue to render his services  up  to
the Termination Date if so requested by Company and (ii) shall be
paid his regular base salary and shall receive all benefits up to
the Termination Date.  Surratt will be entitled to payment of any
bonus  due but not yet paid for prior bonus periods (paid at  the
same  time  it would have been paid had Surratt's employment  not
been   terminated),  but  will  not  be  entitled  to   Severance
Compensation,  to any bonus for the current bonus period,  or  to
any  other  compensation, bonus or fringe benefits accrued  after
the Termination Date.

                      (ii)   Following  a  Change   in   Control.
Notwithstanding  the above, in the event of  any  termination  by
Surratt  of  his  employment with the Company which  is  effected
within  twelve  (12)  months following a  Change  in  Control  as
defined  and  determined under Paragraph 8.B. of this  Agreement,
Company  shall  be  obligated to provide Surratt  with  Severance
Compensation as provided in Paragraph 10.E. herein; provided that
payments  made as separately provided in Paragraph 5.H.  of  this
Agreement  shall be deducted from Severance Compensation  due  in
this  event.  The twelve month period will be deemed to mean  any
notice  given within twelve months following a Change in  Control
where  an  actual termination occurs within sixty days  following
said notice.

               D.   Termination by Company.

                     (i)   Without  Cause.  Company may,  without
cause, terminate Surratt's employment under this Agreement at any
time by giving Surratt fifteen (15) days' written notice thereof,
and  such  termination shall be effective on  the  fifteenth  day
following  the  date  such notice is given (said  15th  day,  the
"Termination  Date").   In  the event Surratt's  employment  with
Company  is terminated without cause, Company shall be  obligated
to  provide  Surratt with Severance Compensation as  provided  in
Paragraph  10.E.  herein.  At the option  of  Company,  Surratt's
employment  shall  be  immediately terminated  upon  the  Company
giving  such  notice,  in which case Surratt  shall  continue  to
receive  his full base salary and related fringe benefits through
the  Termination  Date.  Notwithstanding any  provision  of  this
Agreement   to   the  contrary,  any  termination  of   Surratt's
employment by the Company, for any reason or no reason,  effected
as  a  result of, in connection with or within twelve (12) months
following  a  Change in Control, as defined and determined  under
Paragraph  8.B. of this Agreement, shall automatically be  deemed
to  be a termination without cause provided that any amounts  due
as  Severance  Compensation  shall  be  reduced  as  provided  in
Paragraph  5.H.  The twelve month period will be deemed  to  mean
any  notice  given  within twelve months following  a  Change  in
Control  regardless of when actual termination  occurs  following
said notice.

                      (ii)   For  Cause.  Company  may  terminate
Surratt's   employment  under  this  Agreement  immediately   for
"cause".   In  such  event, the Company shall not  be  liable  to
Surratt for any compensation, bonus or benefits after the date of
termination of employment. Cause shall be defined as any  of  the
following:  (i) willful unauthorized misconduct in  the  material
performance of Surratt's duties hereunder, (ii) commission of  an
act  of  theft,  fraud,  dishonesty  or  personal  misconduct  by
Surratt,  which act is harmful to Company, (iii)  breach  of  any
provision of this Agreement if such breach has not been cured  by
Surratt  (or if Surratt has not compensated the Company for  such
breach  by payment of an amount deemed reasonable by the  Company
if the breach cannot be cured) within fifteen (15) days after the
Company  gives  Surratt  written  notice  of  such  breach.   Any
termination  under  this Paragraph 10.D.(ii)  shall  take  effect
immediately  upon  the  Company  giving  Surratt  written  notice
thereof.

                  E.      Severance   Compensation.    "Severance
Compensation" is defined as all of the compensation and  benefits
described in this Paragraph 10.E.  It will be provided to Surratt
upon  the occurrence of any of the events described elsewhere  in
this  Agreement as providing for Surratt's receipt  of  Severance
Compensation,  but not in any other circumstances except  to  the
extent  that individual components of Severance Compensation  may
be  separately provided pursuant to the terms of this  Agreement.
"Termination  Date"  is  defined as the  last  day  of  Surratt's
employment  with the Company.  "Severance Period" is  defined  as
the  period  beginning on the day following the Termination  Date
and   ending  on  the  day  which  is  two  years  following  the
Termination  Date. Benefits extending to Surratt's  spouse  shall
refer  to  Surratt's  spouse as of the  date  such  benefits  are
extended or, after Surratt's death, to Surratt's spouse as of the
date  of his death.  The compensation and benefits to be provided
as Severance Compensation are as follows:

                    (i)  Severance Pay.  Throughout the Severance
Period, Surratt will receive severance pay at the rate of 100% of
his  annual base salary in effect at the time of his termination,
to  be paid on the Company's regular payroll payment dates at the
same  time  and  in  the  same fashion as the  Company's  regular
payroll payments.

                     (ii)  Bonus.  For all bonus plans  in  which
Surratt  is participating as of the Termination Date, the Company
shall  pay to Surratt a lump sum bonus payout.  This payout shall
consist of a payment in the amount calculated by the formula  [(x
+  y)  * z] where (x) is Surratt's base salary earned in the year
from  January 1 to the Termination Date, (y) is the amount  which
is  two times Surratt's annual base salary in effect at the  time
of  Termination, and (z) is the percentage which under each  plan
is  the  highest percentage of base salary that Surratt was  paid
during  any one of the five years immediately preceding the  year
in  which the Termination Date occurred, but which shall  not  be
greater  than the maximum percentage of base salary that  Surratt
was  eligible  to  earn during the year in which the  Termination
Date  occurred assuming all targets were met in full, whether  or
not  said  targets actually were met.  The payments provided  for
under  this  Paragraph 10.E.(ii) will be paid within thirty  days
following the Termination Date in cash or in such other  form  as
bonus amounts generally are paid to eligible employees, or  in  a
combination thereof, as determined by the Compensation Committee,
whose  determination  and valuation of any non-cash  compensation
shall  be final and binding, and shall be considered to  be  full
compensation  for all amounts due to Surratt for bonus  plans  in
which  he  was participating as of the Termination Date,  and  he
shall  not be entitled to any further payments under any of  said
plans during the Severance Period or thereafter.  Notwithstanding
the  above,  any  bonus due to Surratt for years  (or  any  other
applicable bonus period) completed prior to the Termination  Date
but not yet paid shall be paid in addition to the bonus described
herein.  If  such  bonus  for prior  years  is  in  the  form  of
restricted  stock, such bonus will be considered  earned  to  the
extent  that applicable vesting targets have been met as  of  the
Termination Date, whether the confirmation that the targets  have
been  met occurs before or after the Termination Date.   If  such
targets have been met but the stock has not yet been distributed,
Surratt will be entitled to receive the stock, or, at the  option
of  the  Company, the cash equivalent thereof, no later than  the
date the stock was due to be distributed had the termination  not
occurred.   Any such stock for which targets have  not  been  met
will be forfeited.

                     (iii)      Stock  Options.  All  options  to
purchase  shares of FLYI stock that have been granted to  Surratt
and  that  are not exercisable as of the Termination  Date  shall
terminate  as of said date.  For all options that are exercisable
as of said date (including options that are accelerated following
a  Change  in  Control),  the  terms  of  exercise,  payment  and
expiration shall be as provided in each option agreement.

                     (iv)  Deferred Compensation.   The  Deferred
Compensation  program  will  continue  throughout  the  Severance
Period, including Surratt's accumulation of Years of Service  for
vesting  purposes,  and including the Company's  continuation  of
contributions. Alternatively, the Company may elect to  pay  such
amounts  to  Surratt  as would be payable  during  the  Severance
Period by the Company under the Deferred Compensation program  in
a  single  lump  sum payment within fifteen (15) days  after  the
Termination  Date.   At  the  end of the  Severance  Period,  the
Company  shall pay Surratt an amount equal to his vested interest
under   the   Deferred  Compensation  as  provided  in  Paragraph
5.D.(iii), reduced for any interim payments made pursuant to such
Paragraph.  Notwithstanding the foregoing, the Company shall have
a  right of set-off against, and may reduce the amount payable as
Deferred  Compensation by, any amount owed or payable by  Surratt
to the Company.

                      (v)   Insurance  Programs.   In  the  event
Surratt's  employment  with the Company  is  terminated  upon  or
within  twelve  months following a Change in Control,  the  Split
Dollar  Agreement shall continue in full force and effect through
the  Severance Period and shall survive separate and  apart  from
this  Agreement, and the Company's obligation to pay all premiums
pursuant to this Agreement shall continue in accordance with  the
terms  of  this  Agreement  for the  Severance  Period.   On  the
Termination Date (except that for purposes of this provision,  if
Surratt's  employment is terminated under the  circumstances  set
forth in Paragraph 10(C)(i) hereof, then notwithstanding anything
in  that  provision, the Termination Date for  purposes  of  this
Paragraph shall be the thirtieth (30th) day following the date of
receipt  of  the notice provided for therein), or,  if  Surratt's
employment  with the Company is terminated upon or within  twelve
months following a Change in Control, at the end of the Severance
Period, Surratt shall pay to the Company an amount equal  to  the
total  of  all  premiums paid by the Company on the split  dollar
policy(ies) acquired pursuant to Paragraph 5.E., without interest
thereon,  and  upon  receipt of such payment  the  Company  shall
release  its  interest in the policy, or a  portion  thereof,  on
Surratt's life acquired pursuant to the terms of the Split Dollar
Agreement, or any or all of the paid up additions standing to the
credit  of such policy, if any, such that such released  interest
equals the total of all premiums paid by the Company on the split
dollar   policy(ies)   acquired  pursuant   to   Paragraph   5.E.
Alternatively,  if  the  Company  elects  to  pay  the   Deferred
Compensation  to  Surratt  within fifteen  (15)  days  after  the
Termination  Date  pursuant  to Paragraph  10.E.(iv)  above,  the
Company  at  the  time  of such payment may demand  payment  from
Surratt  of an amount equal to the total of all premiums paid  by
the Company on the split dollar policy(ies) acquired pursuant  to
Paragraph  5.E.,  without interest thereon, and upon  receipt  of
such  payment  release  its interest in the  policy,  or  portion
thereof,  acquired  pursuant to the terms  of  the  Split  Dollar
Agreement,  and any or all of the paid up additions  standing  to
the  credit  of such policy, if any, and thereafter  the  Company
shall  be  under no obligation to pay any further premiums  under
the  Split Dollar Agreement.  Coverage under the Company's  major
medical,  accident, health, dental, disability and life insurance
plans  as from time to time provided to other executive employees
of  the Company (and, to the extent provided by such policies, to
Surratt's  dependents)  shall continue to  be  paid  for  by  the
Company during the Severance Period or, in the event of Surratt's
termination upon or following a Change of Control of the  Company
as  defined  in  Paragraph 8.B., for the longer of the  Severance
Period  or the remainder of Surratt's and his spouse's life,  and
including  children to age 21 as per coverage provided  prior  to
the  Change  in  Control.  Provided, however,  if  such  coverage
cannot  be  continued  during  the  Severance  Period  or   until
Surratt's  and his spouse's death, as the case may be, under  the
terms  of  such  policies or plans, the Company  shall  reimburse
Surratt  for  the cost of comparable coverage under  individually
obtained  policies  or for COBRA coverage, or  shall  make  other
arrangements to assure that Surratt has comparable coverage.

                     (vi)  Vacation.  Vacation shall not continue
to accrue after the Termination Date under any circumstances.

                     (vii)      Executive  Medical  Reimbursement
Plan  and  Investment and Tax Planning.  Throughout the Severance
Period,  the Company will continue to promptly reimburse  Surratt
for  any  otherwise  unreimbursed health  and  medical  insurance
premiums  and/or  uncovered medical expenses up  to  $10,000  per
calendar   year  under  a  written  medical  reimbursement   plan
maintained for the Company's key executive employees, and for the
$5,000  per  year  investment and tax planning service  expenses,
incurred  during each calendar year, including the tax  gross-up,
if applicable.

                    (viii)    Travel Benefits. The FLYi, Inc. and
its  subsidiaries  flight pass privileges  currently  granted  to
Surratt will continue for the Severance Period.  Surratt and  his
wife  shall be provided with free travel on the Company's  planes
or on the planes of any successor in interest to the Company on a
positive  space  basis, and his children shall be  provided  free
travel on a space available basis.  Surratt shall not be entitled
to travel benefits on any other airline.

                      (ix)  Deductions  for  Taxes.  Subject   to
Paragraph 5.G.(v), any compensation due to Surratt hereunder will
be  subject to deductions for social security, federal and  state
withholding taxes, and any other such taxes as may from  time  to
time be required by governmental authority.

     11.  Nonsolicitation, Non-Competition, and Confidentiality

                A.   Nonsolicitation and Non-Competition.  For so
long  as  Surratt is an employee of the Company,  and  continuing
thereafter  for  twelve  months  following  any  termination   of
Surratt's employment, or with respect to the provisions  of  (i),
below,  for  the longer of such twelve month period or  for  such
period  as  Surratt is receiving Severance Compensation,  Surratt
shall  not,  without the prior written consent  of  the  Company,
directly  or  indirectly,  as  a sole  proprietor,  member  of  a
partnership,  stockholder or investor, officer or director  of  a
corporation, or as an employee, associate, consultant or agent of
any   person,   partnership,  corporation   or   other   business
organization  or entity other than the Company:  (i)  solicit  or
endeavor  to  entice  away  from  the  Company  or  any  of   its
subsidiaries  any person or entity who is, or,  during  the  then
most recent 12 month period, was employed by, or had served as an
agent  of, the Company or any of its subsidiaries; or (ii) engage
in  or contract with others to engage in any business enterprise,
line   of  work  consulting  contract,  joint  venture  or  other
arrangement which conducts a business or businesses substantially
similar to the business conducted by Company in any area in which
Company  or  any  of its affiliates or subsidiaries  provides  or
plans  to  provide  air transportation to  the  public.   Surratt
acknowledges  that the geographic area covered  hereby,  and  the
period  and nature of the agreed restrictions are reasonable  and
necessary for the protection of the business of the Company.  All
provisions  of  this  Paragraph  concerning  non-competition  are
severable; and while it is the intention of the parties that  all
of  said provisions shall be enforceable, if any one of the  same
shall  be  held  to be unenforceable in whole  or  in  part,  the
remainder  shall  continue to be in full force and  effect.   The
terms  of  this  Paragraph  11.A will  not  apply  following  any
termination of Surratt's employment that was effected as a result
of,  in connection with or within twelve (12) months following  a
Change  in Control.  The provisions of clause (ii) above of  this
Paragraph  11.A  will  not  apply following  any  termination  of
Surratt's  employment by the Company other than for  cause.   The
twelve  month  period  will be deemed to mean  any  notice  given
within twelve months following a Change in Control regardless  of
when actual termination occurs following said notice.

                 B.    Confidentiality.   Surratt  covenants  and
agrees  with the Company that he will not at any time, except  in
performance of his obligations to the Company hereunder  or  with
the prior written consent of the Company, directly or indirectly,
disclose any secret or confidential information that he may learn
or  has learned by reason of his association with the Company  or
any  of  its subsidiaries and affiliates.  The term "confidential
information" includes information not previously disclosed to the
public  or to the trade by the Company's management, or otherwise
in the public domain, with respect to the Company's or any of its
affiliates'  or subsidiaries', products, facilities, applications
and  methods,  trade  secrets  and other  intellectual  property,
systems, procedures, manuals, confidential reports, price  lists,
customer  lists,  technical  information,  financial  information
(including  the  revenues, costs or profits associated  with  the
Company),  business plans, prospects or opportunities, but  shall
exclude any information which (i) is or becomes available to  the
public  or  is  generally known in the industry or industries  in
which  the  Company operates other than as a result of disclosure
by  Surratt  in violation of his agreements under this  Paragraph
11.B or (ii) Surratt is required to disclose under any applicable
laws,   regulations  or  directives  of  any  government  agency,
tribunal or authority having jurisdiction in the matter or  under
subpoena or other process of law.

                C.    Exclusive Property.  Surratt confirms  that
all  confidential information is and shall remain  the  exclusive
property  of  the  Company.   All business  records,  papers  and
documents kept or made by Surratt relating to the business of the
Company  shall be and remain the property of the Company,  except
for  such papers customarily deemed to be the personal copies  of
Surratt.

                D.    Injunctive  Relief.  Without  intending  to
limit the remedies available to the Company, Surratt acknowledges
that a breach of any of the covenants contained in this Paragraph
11  may  result in material and irreparable injury to the Company
or  its affiliates or subsidiaries for which there is no adequate
remedy  at  law, that it will not be possible to measure  damages
for  such  injuries precisely and that, in the event  of  such  a
breach or threat thereof, the Company shall be entitled to seek a
temporary  restraining  order and/or a preliminary  or  permanent
injunction   restraining  Surratt  from  engaging  in  activities
prohibited by this Paragraph 11 or such other relief  as  may  be
required  specifically to enforce any of the  covenants  in  this
Paragraph  11.   If  for  any  reason,  it  is  held   that   the
restrictions under this Paragraph 11 are not reasonable  or  that
consideration therefor is inadequate, such restrictions shall  be
interpreted  or modified to include as much of the  duration  and
scope  identified  in  this Paragraph  11  as  will  render  such
restrictions valid and enforceable.

          12.   Assignment  This Agreement, as it relates to  the
employment of Surratt, is a personal contract and the rights  and
interests  of  Surratt  hereunder may not be  sold,  transferred,
assigned, pledged or hypothecated.  However, this Agreement shall
inure  to  the  benefit of and be binding upon  Company  and  its
successors   and  assigns  including,  without  limitation,   any
corporation or other entity into which Company is merged or which
acquires all or substantially all of the outstanding common stock
or  assets of Company.  At any time prior to a Change in Control,
Company  may  provide,  without  the  prior  written  consent  of
Surratt,  that  Surratt  shall  be  employed  pursuant  to   this
Agreement  by any of its affiliates instead of or in addition  to
Company,  and in such case all references herein to the "Company"
shall  be  deemed to include any such entity, provided that  such
action  shall not relieve Company of its obligation  to  make  or
cause  an affiliate to make or provide for any payment to  or  on
behalf of Surratt pursuant to this Agreement.

          13.   Invalid Provisions  The invalidity of any one  or
more of the paragraphs or provisions of this Agreement shall  not
affect  the reasonable enforceability of the remaining paragraphs
or provisions of this Agreement, all of which are inserted herein
conditionally upon being valid in law; and in the  event  one  or
more  of  the paragraphs or provisions contained herein shall  be
invalid,  this instrument shall be construed as if  such  invalid
paragraphs or provisions had not been inserted or, alternatively,
said paragraphs or provisions shall be reasonably limited to  the
extent  that the applicable court interpreting the provisions  of
this Agreement considers to be reasonable.

          14.   Specific  Performance  The parties  hereby  agree
that  any  violation by Surratt of the covenants  and  agreements
contained  herein shall cause irreparable damage to the  Company,
and  the  Company may, as a matter of course, enjoin and restrain
said  violation by Surratt by process issued out of  a  court  of
competent  jurisdiction, in addition to any other  remedies  that
said court may see fit to award.

          15.   Binding  Effect  All the terms of this  Agreement
shall  be  binding upon and inure to the benefit of  the  parties
hereto and their respective legal representatives, successors and
assigns.

          16.    Waiver   of  Breach  or  Violation  Not   Deemed
Continuing   The waiver by the Company of any provision  of  this
Agreement may be effected only by a written waiver duly  executed
on  behalf  of  the Company and except to the extent specifically
provided in such waiver shall not operate as, or be construed  to
be, a waiver of any subsequent breach hereof.

          17.   Entire  Agreement; Law Governing  This  Agreement
supersedes  in its entirety the terms of the Severance  Agreement
between the parties dated as of December 28, 2001 and any and all
other  agreements, either oral or in writing, between the parties
hereto  with respect to the subject matter hereof, by and between
the  Company  and  Surratt, and contains all  the  covenants  and
agreements among the parties with respect to such subject matter.
Notwithstanding the foregoing, to the extent that  the  Company's
Deferred Compensation contributions or any other compensation  or
benefit  provided  for hereunder was paid, granted,  credited  or
funded under and pursuant to an earlier version of this Agreement
with  respect to service prior to the Effective Date and at rates
provided  for  under such earlier version, then such compensation
or   benefit   need  not  be  again  paid,  granted  or   funded,
respectively,  pursuant to this Agreement.  This Agreement  shall
be  construed in accordance with the laws of the Commonwealth  of
Virginia,  without  regard to principles  of  conflicts  of  law.
Surratt hereby acknowledges that he was given the opportunity  to
be  represented  by counsel of his choosing in the  drafting  and
negotiation   of  this  Agreement  and  that  he  reviewed   this
Agreement.  In  interpreting this Agreement, a  court  shall  not
treat either party as the draftsman of the Agreement.

          18.    Paragraph   Headings   The  Paragraph   headings
contained in this Agreement are for convenience only and shall in
no manner be construed as a part of this Agreement.

          19.   Release by Surratt  In the event of a termination
of employment by Surratt that results in the payment of Severance
Compensation  to him pursuant to the terms of this Agreement,  in
consideration for such Severance Compensation and as a  condition
precedent  to  the  payment  thereof, Surratt  hereby  agrees  to
execute a full and complete release to the Company releasing  any
and all claims that he may have against the Company including any
claims relating to his termination of employment.

          20.   Notices  All notices permitted or required to  be
given pursuant to this Agreement shall be in writing and shall be
deemed  to  have been sufficiently given, subject to the  further
provisions of this Paragraph 20, for all purposes when  presented
personally  to  such party (which in the case of  notice  to  the
Company,  shall be presented to the person holding the office  or
offices identified below) or sent by facsimile transmission,  any
national  overnight delivery service, or certified or  registered
mail, to such party at its address set forth below:

          If to Surratt, to the most recent address indicated for
Surratt's  residence in the personnel records of Company,  unless
Surratt  gives  written  notice  that  such  notices  are  to  be
delivered to another address.

                    If to Independence Air or the Company:

                    FLYi, Inc.
                    Independence Air, Inc.
                    45200 Business Court
                    Dulles, VA  20166
                     Attention:   General  Counsel  or  Corporate
Secretary
                    Fax No. (703) 650-6294

          Such  notice  shall be deemed to be given and  received
when  delivered if delivered personally, upon electronic or other
confirmation  of receipt if delivered by facsimile  transmission,
the  next  business day after the date sent if sent by a national
overnight  delivery service, or five (5) business days after  the
date  mailed  if  mailed  in  the continental  United  States  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.

      In  Witness  Whereof, the Company has hereunto caused  this
Agreement to be executed by a duly authorized officer and Surratt
has  hereunto set his hand as of the day and year written  below,
with such Agreement to be effective as of the Effective Date  set
forth herein.


WITNESS:



________________________________
_____________________________
                                        Richard J. Surratt
                                   Dated: December __, 2004


                                   COMPANY:

ATTEST:                                 FLYi, Inc.



_______________________________                               BY:
____________________________
Richard J. Kennedy,                               Kerry B. Skeen,
Secretary                                  Chairman    &    Chief
Executive Officer
                                   Dated: December __, 2004


ATTEST:                            Independence Air, Inc.



_______________________________                               BY:
____________________________
Richard J. Kennedy,                          Kerry B. Skeen,
Secretary                                  Chairman    &    Chief
Executive Officer
                                   Dated: December __, 2004