Exhibit 10.12(d)


                       SEVERANCE AGREEMENT



          This 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
September  4,  2003 (the "Effective Date"), by and between  FLYi,
Inc., a Delaware corporation ("FLYI") and Independence Air, Inc.,
a    California    corporation    ("Independence    Air"),    and
_______________ ("Employee").

     Witnesseth That:

      Whereas,  Employee is currently employed by the Company  as
Senior Vice President of _____________________; and

      Whereas,  the Company and Employee desire to expressly  set
forth  in this Agreement the terms of Employee's employment  with
the Company; and

     Whereas, on September 4, 2003 the Compensation Committee  of
the  Board  of Directors of FLYi, Inc. determined that  the  best
interests  of  the Company would be served by setting  forth  the
terms  and  conditions  of and benefits provided  for  Employee's
employment with the Company;

     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  Employee  and
Employee  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  Employee shall serve the Company  in  the
capacities  of  Senior Vice President of ____________.   Employee
shall   generally   be   responsible   for   all   elements    of
_________________________________________________________________
__.   Employee's  duties may be changed  from  time  to  time  to
support   the  requirements  of  the  Company,  consistent   with
Employees experience and expertise.  Employee shall otherwise  be
responsible  for carrying out all such other duties and  services
for the Company commensurate with Employee's position, as may  be
designed from time to time by ____________.

          3.    Term of Employment  Employee's term of employment
under  this  Agreement shall commence on the Effective  Date  and
shall  terminate  on  July 31, 2005, unless further  extended  as
hereinafter  set forth.  On August 1, 2005, and on  August  1  in
each  subsequent  year,  this Agreement  shall  automatically  be
extended  for  an  additional twelve (12) months without  further
action   by   either  party  unless  Employee's  employment   has
previously been terminated, or unless Employee or the Company has
provided  notice of intention to terminate Employee's  employment
pursuant  to  the  terms of Paragraph 10  below  (in  which  case
Employee's  term  of  employment under  this  Agreement  will  be
extended to the pending Termination Date).

          4.   Extent of Service  Employee 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
_____________.

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

                 A.     Salary.    An  annual  base   salary   of
______________________________________________     ($__________),
shall  be paid to Employee.  The amount of Employee's base salary
shall  be  adjusted annually or otherwise from time  to  time  as
determined  by  the  Compensation  Committee  of  the  Board   of
Directors   of   the  Company  (the  "Compensation   Committee").
Employee'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  and  Executive
Bonuses.   Employee  shall participate in  the  Company's  Senior
Management  Incentive Plan and in its Management Incentive  Plan,
both for so long as the Board of Directors determines to maintain
either of such plans, or any successor bonus plan or program  for
key executives.

                C.   Discretionary Compensation.  The Company may
pay Employee 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.

          6.   Benefits

               A.   The Company shall pay for or provide Employee
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 employees of Company generally (and, to the extent provided
by such policies, to Employee's dependents).

                B.    The  Company  agrees to promptly  reimburse
Employee  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 Employee and other key executive  employees.
If  such payments are taxable to Employee, the Company shall  pay
Employee  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.   The Company agrees to reimburse Employee for
the  cost  of investment and tax planning services up  to  $5,000
incurred during each calendar year.  If such payments are taxable
to  Employee, the Company shall pay Employee 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  Employee, 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 Employee in performing his  duties
pursuant to this Agreement.

          8.    Stock Options  The Company may from time to  time
grant  to Employee options under the 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 Senior Vice Presidents  of
the  Company.  The Compensation Committee retains full discretion
of  whether  to grant any stock options, and if so to change  the
terms of the Stock Option Agreement for any such stock options.

          9.    Deductions   Deductions shall be  made  from  any
component  of Employee'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   Employee's  employment  with   the
Company shall be terminated only in accordance with the following
provisions:

               A.   Disability.

                     (i)   In  the  event Employee  shall  become
mentally  or  physically disabled so as to have  been  unable  to
perform  his  duties  hereunder (such determination  to  be  made
solely  by  the Company) for six (6) consecutive months,  Company
shall  have  the  right to terminate Employee'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  Employee with Severance  Compensation  as
provided in Paragraph 10.E. herein.  Such six-month period  shall
be  deemed to have commenced on the date when Employee  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 Employee 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 Employee  on
the  basis  of disability, it shall give written notice  to  him.
Employee'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) For purposes of this Agreement, Employee
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.

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

                    (iv) The Company will have sole discretion in
determining whether Employee is subject to any disability.

                     (v)  During any period in which Employee  is
disabled  but  his  employment shall not  have  been  terminated,
Employee  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 Employee.

                     (vi)  The  Company may utilize a  disability
policy to fund, in whole or in part, the compensation that  would
be  due  to  Employee 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  Employee.
Any compensation due to Employee from the Company during a period
of   disability  or  during  a  Severance  Period   following   a
termination  of employment as a result of a disability,  will  be
reduced  by the amount of any proceeds provided to Employee  from
any  disability  policy provided by and at  the  expense  of  the
Company.   Except  as  provided in the preceding  two  sentences,
nothing  contained herein shall be construed to affect Employee's
rights  under any disability insurance or similar policy, whether
maintained by the Company, Employee or another party.

               B.   Death.

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

                      (ii)  Nothing  contained  herein  shall  be
construed to affect Employee's rights under any life insurance or
similar  policy,  whether  maintained  by  Company,  Employee  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 Employee's death, in which  case
the  proceeds of any such policy would not be in addition to  any
Severance  Compensation otherwise payable  under  this  Paragraph
10.B.

               C.   Termination by Employee

                       (i)  Other  than  Following  a  Change  in
Control.  Employee may terminate his employment by delivering  to
Company  thirty  (30) day's written notice, and such  termination
shall be effective on the thirtieth (30th) day following the date
of  receipt  of  such notice (the "Termination Date").   In  such
event, Employee (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.  Employee 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 Employee'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
Employee  of  his employment with the Company which  is  effected
within  twelve  (12)  months following a  Change  in  Control  as
defined  and  determined under Paragraph 12  of  this  Agreement,
Company  shall  be obligated to provide Employee  with  Severance
Compensation as provided in Paragraph 10.E. herein, provided that
any  amounts  due as Severance Compensation shall be  reduced  as
provided in Paragraph 12.C. of this Agreement.  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.  The Company may, without
cause,  terminate Employee's employment under this  Agreement  at
any  time  by  giving Employee 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 Employee's  employment  with
Company  is terminated without cause, Company shall be  obligated
to  provide  Employee with Severance Compensation as provided  in
Paragraph  10.E.  herein.  At the option of  Company,  Employee's
employment  shall  be  immediately terminated  upon  the  Company
giving  such  notice, in which case Employee  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   Employee'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 12 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
12.C.   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
Employee's  employment  under  this  Agreement  immediately   for
"cause".   In  such  event, the Company shall not  be  liable  to
Employee  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  Employee's  duties  hereunder,   (ii)
commission  of  an act of theft, fraud, dishonesty,  or  personal
misconduct  by  Employee, which act is harmful to Company,  (iii)
breach of any provision of this Agreement if such breach has  not
been  cured  by Employee (or if Employee 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 Employee written notice  of  such
breach.   Any  termination under this Paragraph  10.D.(ii)  shall
take  effect immediately upon the Company giving Employee 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
Employee  upon  the  occurrence of any of  the  events  described
elsewhere  in this Agreement as providing for Employee'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
Employee'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  one  year
following the Termination Date.  Should a termination occur  upon
or  within  twelve  months following a  Change  in  Control,  the
Severance Period will end on the day which is two years following
the  Termination  Date.   The compensation  and  benefits  to  be
provided as Severance Compensation are as follows:

                    (i)  Severance Pay.  Throughout the Severance
Period,  Employee 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.   The  Company  shall  pay  to
Employee  a  prorated portion of any annual bonus amount  accrued
through the Termination Date, provided, however, that such  bonus
amount  will  be  paid at the time that such  bonus  amounts  are
normally  paid by the Company.  Proration shall be calculated  by
the  Compensation Committee based on the percentage of the number
of  days in the bonus period to the actual number of days in  the
bonus period, times the total bonus that would have been paid for
the  entire bonus period had the termination not occurred.   This
prorated   bonus  payment  shall  be  considered   to   be   full
compensation for all amounts due to Employee 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 Employee 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,
Employee 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 Employee
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, provided no Change in Control has occurred prior
to  that  date,  the terms of exercise, payment, and  expiration,
shall  be  as provided in each option agreement. For all  options
that  are exercisable as of said date, provided that a Change  in
Control  has  occurred on or prior to that  date,  the  terms  of
exercise,  payment,  and expiration, shall be applicable  through
the end of the Severance Period.

                      (iv)  Insurance  Programs.   In  the  event
Employee's  employment  with the Company is  terminated  upon  or
within  twelve  months  following a Change in  Control,  coverage
under   the  Company's  major  medical,  dental,  and  disability
insurance  plans as from time to time provided to other executive
employees of the Company (including Employee's dependents)  shall
continue  to  be  paid  for by the Company during  the  Severance
Period  in  the  same fashion as prior to the  Termination  Date.
Provided,  however, if such coverage cannot be  continued  during
the  Severance Period under the terms of such policies or  plans,
the  Company shall reimburse Employee for the cost of  comparable
coverage  under  individually  obtained  policies  or  for  COBRA
coverage,  or  shall  make  other  arrangements  to  assure  that
Employee has comparable coverage.
                     (v)   Vacation.  Vacation shall not continue
to accrue after the Termination Date under any circumstances.

                     (vi)  Executive Medical Reimbursement  Plan.
Reimbursement under the Executive Medical Reimbursement Plan will
terminate as of the Termination Date.  Employee will be  entitled
to  reimbursement for expenses incurred prior to the  Termination
Date  if  submitted within three months following the Termination
Date.

                      (vii)      Travel  Benefits.  Flight   pass
privileges  currently  granted to  Employee  for  travel  on  the
Company's  aircraft  will  continue  for  the  Severance  Period.
Employee  shall not be entitled to travel benefits on  any  other
airline.

                     (viii)     Deductions for Taxes. Subject  to
Paragraph 12.D., any compensation due to Employee 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  Employee is an employee of the Company, and  continuing
thereafter  for  twelve  months  following  any  termination   of
Employee's  employment,  Employee 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.   Employee  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 provisions of clause  (ii)
above  of  this  Paragraph  11.A will  not  apply  following  any
termination  of Employee's employment by the Company  other  than
for  cause.   The  terms of this Paragraph 11.A  will  not  apply
following  any  termination  of Employee's  employment  that  was
effected as a result of, in connection with or within twelve (12)
months  following a Change in Control.  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.   Employee  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  Employee in violation of his agreements under this  Paragraph
11.B  or  (ii)  Employee  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.  Employee 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 Employee 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 Employee.

                D.    Injunctive  Relief.  Without  intending  to
limit   the   remedies   available  to  the   Company,   Employee
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  Employee  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.  Change in Control.

                A.    Definition.   As  used in  this  Agreement,
"Change in Control" shall mean (i) any merger or consolidation in
which  the Company shall not be the surviving entity (or survives
only  as a subsidiary of another entity), unless the stockholders
of  Company immediately before such merger or consolidation  own,
directly  or  indirectly  immediately following  such  merger  or
consolidation, substantially all of the combined voting power  of
the  surviving  entity in substantially the  same  proportion  as
their  ownership immediately before such merger or consolidation,
(ii) the sale of all or substantially all of the Company's assets
to  any  other  person  or  entity  (other  than  a  wholly-owned
subsidiary),  (iii)  the acquisition of beneficial  ownership  or
control  of  (including, without limitation, power to vote)  more
than  50% of the outstanding shares of Common Stock by any person
or  entity  (including a "group" as defined by or  under  Section
13(d)(3)   of   the  Exchange  Act),  (iv)  the  dissolution   or
liquidation   of  the  Company,  (v)  a  contested  election   of
directors, as a result of which or in connection with  which  the
persons who were directors of the Company before such election or
their  nominees cease to constitute a majority of the  Board,  or
(vi)  any  other  event specified by the Compensation  Committee.
The  Compensation  Committee  reserves  the  right  to  adopt   a
different  definition  of  Change in Control  for  stock  options
granted  subsequent to the date hereof or for any other  purposes
not described herein.

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

                    (i)  Salary.  A payment in the amount of 200%
of  Employee's annual base salary in effect at the  time  of  the
Change in Control.

                     (ii)  Bonus.  For all bonus plans  in  which
Employee is participating as of a Change in Control, the  Company
shall  pay  to  Employee 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 Employee's base salary  earned
in  the year of the Change in Control from January 1 to the  date
of  the  Change in Control, (y) is the amount which is two  times
Employee'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 Employee 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 12.B.(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 Employee 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   12.B.(iv)   below.
Notwithstanding  the above, any bonus due to Employee  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, for two full years following the Change of Control,
the  premiums  due  on  any disability insurance  policy  as  was
provided to Employee 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  Compensation.   All  other
compensation separately provided in this Agreement  or  in  other
agreements  as  occurring upon a Change  in  Control,  including,
without  limitation,  vesting  of  unvested  stock  options   and
restricted stock.

                C.   Subsequent Termination Following a Change in
Control.  In  the event that Employee's employment is  terminated
upon or within one year following the Change in Control such that
Employee would be entitled to Severance Compensation, any amounts
due  at  the time of termination as Severance Compensation  under
10.E.(i)  and  10.E.(ii) herein shall be reduced by  any  amounts
paid under Paragraph 12.B.(i) and 12.B.(ii) at the time of Change
in Control  (under no circumstances would Employee be required to
repay  the  amounts paid to Employee under Paragraph 12.B.(i)  or
12.B.(ii)), but Employee will be entitled to all other  Severance
Compensation as provided in Paragraph 10.E. herein.  In the event
that  Employee's  employment is terminated  more  than  one  year
following the Change in Control, Employee will be entitled to the
benefits provided in Paragraphs 10.E.(i) and 10.E.(ii) herein.

                D.    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 Employee  under  any  other
agreement  in  connection with a Change in  Control,  any  state,
local  or  federal taxing authority imposes any taxes on Employee
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 Employee 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 Employee  (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 Employee 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  Employee as a result of the Parachute Tax Reimbursement being
paid  or payable to Employee and/or as a result of the additional
amounts  paid  or payable to Employee pursuant to this  sentence,
such  that after payment of such additional taxes Employee  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 Employee.

          13.   Assignment  This Agreement, as it relates to  the
employment of Employee, is a personal contract and the rights and
interests  of  Employee 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.  Company may provide, without  the  prior
written  consent  of Employee, that Employee  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  Employee  pursuant  to  this
Agreement.

          14.   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.

          15.   Specific  Performance  The parties  hereby  agree
that  any  violation by Employee 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 Employee by process issued out of a  court  of
competent  jurisdiction, in addition to any other  remedies  that
said court may see fit to award.

          16.   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.

          17.    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.

          18.   Entire  Agreement; Law Governing  This  Agreement
supersedes  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  Employee,  and
contains all the covenants and agreements among the parties  with
respect  to  such subject matter.  Notwithstanding the foregoing,
to  the  extent  that  any 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.  Employee  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.

          19.    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.

          20.  Release by Employee  In the event of a termination
of  employment  by  Employee  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, Employee 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.

          21.   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 21, 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  Employee, to the most recent address  indicated
for  Employee's  residence in the personnel records  of  Company,
unless Employee 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
Employee 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:



________________________________
_____________________________

                                   Dated: December 30, 2004

                                   COMPANY:

ATTEST:                                 FLYI, INC.



_______________________________                               BY:
____________________________
Richard J. Kennedy,                               Kerry B. Skeen,
Secretary                                  Chairman    &    Chief
Executive Officer
                                   Dated: December 30, 2004

ATTEST:                            INDEPENDENCE AIR, INC.



_______________________________                               BY:
____________________________
Richard J. Kennedy,                          Kerry B. Skeen,
Secretary                                  Chairman    &    Chief
Executive Officer
                                   Dated: December 30, 2004