| **Exhibit 10.2** |
|------------------|

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**AMENDMENT No 30 TO PURCHASE AGREEMENT GPJ-003/96**

This Amendment No. 30 (“Amendment 30”) dated as of January 12, 2004 isbetween EMBRAER - Empresa Brasileira de Aeronáutica S.A. (“EMBRAER”) and ExpressJet Airlines,Inc., formerly known as NewExpressJet Airlines, Inc. (as assignee from ExpressJetAirlines, Inc.formerly known as Continental Express, Inc.) (“BUYER”), collectivelyhereinafter referred to as the “PARTIES”, and relates to Purchase Agreement No. GPJ-003/96, dated as of August 5, 1996as amended from time to time together with its Attachments (collectively referred to as the “Base Agreement”) andLetter Agreements GPJ-004/96 dated August 5, 1996 and PCJ-004A/96 dated August 31, 1996 between EMBRAER and BUYER as amended fromtime to time (together with the Base Agreement, collectively referred to herein as the “Purchase Agreement” or the"Agreement") for the purchase of up to two hundred and forty five (245) new EMB-145 aircraft (the “AIRCRAFT”).

All terms defined in the Purchase Agreement shall have the same meaning when used herein, and in case ofany conflict between this Amendment 30 and the Purchase Agreement, this Amendment shall control.

NOW, THEREFORE, for good and valuable consideration the receipt andsufficiency of which are hereby acknowledged by the PARTIES, EMBRAER and BUYER hereby agree to amend the PurchaseAgreement as follows:

1.         **CHANGES IN THE ESCALATION FORMULA**

Since several of the “Sic Codes” (as such codes are referred to in Attachment D to the PurchaseAgreement) are no longer published by the Bureau of Labor Statistics (“BLS”) of the US Department of Labor, thePurchase Price for all Aircraft shall be calculated as follows:

**"[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT]". **

Any references to Attachment “D” shall be deemedreferences to Attachments “D” and “D-1”, simultaneously, and any appliance of the Escalation Formularequired under the Purchase Agreement shall follow the procedure described in this Article 1 to this Amendment 30.

2.         **PURCHASE PRICE****"[CONFIDENTIAL MATERIALOMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIALTREATMENT]" **

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2.a. The Purchase Prices**"[CONFIDENTIAL MATERIAL OMITTEDAND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]". **

| AIRCRAFT                                                                                                                                                      | DELIVERY MONTH | PURCHASE PRICE (US$) each |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------|---------------------------|
|                                                                                                                                                          |                |                           |
| **"[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AREQUEST FOR CONFIDENTIAL TREATMENT]". ** |

**"[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]". **

3**.        ****"[CONFIDENTIAL MATERIAL OMITTED AND FILEDSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]" INSTALLATION**

Each EMB 145 XR AIRCRAFT from XR060 andall subsequent EMB 145 XR AIRCRAFT shall have installed **"[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIESAND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]". **

4.**         AIRCRAFT BASIC PRICE**

As a result of the changes in the AIRCRAFT configuration and in the AIRCRAFT BASIC PRICES specified inthis Amendment 30, the AIRCRAFT BASIC PRICE will be:

| **AIRCRAFT**                                                                                                                                                  | **BASIC PRICE (JAN/1996 US Dollars)** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------|
|                                                                                                                                                          |                                       |
| **"[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AREQUEST FOR CONFIDENTIAL TREATMENT]". ** |

### 5.**         "[CONFIDENTIAL MATERIALOMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIALTREATMENT]". **

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Each EMB-145 XR AIRCRAFT from XR054 and all subsequent EMB 145XR AIRCRAFT shall have installed **"[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGECOMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]". **

6.**         GENERAL**

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### All other terms and conditions of the Purchase Agreement, which are not specifically amended by thisAmendment 30, shall remain in full force and effect without any change.

### 

[Intentionally left blank]

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### IN WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have entered into and executedthis Amendment 30 to the Purchase Agreement to be effective as of the date first written above.

| **EMBRAER - Empresa Brasileira****de Aeronáutica S.A.**                                                                                                                                                                                                                                                                 |        | **EXPRESSJET AIRLINES, INC.**                                                                                                                                                                                                                          |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |
| By:           /s/ Frederico FleuryCurado**                     **                                                                                                   |        | By:            /s/ JerryLosness**                          ** |
| Name:     Frederico Fleury Curado                                                                                                                                                                                                                                                                          |        | Name:       Jerry Losness                                                                                                                                                                                                |
| Title:        Executive VP,Civil Aircraft                                                                                                                                                                                                                                                   |        | Title:          VP and Chief Operating Officer                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                           |        |                                                                                                                                                                                                                                                        |
| By:           /s/ FlavioRimoli**                                       ** |        |                                                                                                                                                                                                                                                        |
| Name:     Flavio Rimoli                                                                                                                                                                                                                                                                                    |        |                                                                                                                                                                                                                                                        |
| Title:        Sr. VP, Airline Market                                                                                                                                                                                                                                                        |        |                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                           |        |                                                                                                                                                                                                                                                        |
| Date:       March 16, 2004                                                                                                                                                                                                                                                                       |        | Date:         March 9, 2004                                                                                                                                                                                    |
| Place:      Sao Jose Dos Campos, SP                                                                                                                                                                                                                                                                   |        | Place:       Houston, TX, USA                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                           |        |                                                                                                                                                                                                                                                        |
| Witness:  /s/ Erika L.Natali                                                                                                |        | Witness:   /s/ Kristy A.Nicholas                                                  |
| Name:     Erika Lulai Natali                                                                                                                                                                                                                                                                               |        | Name:       Kristy A. Nicholas                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                |        |                                                                                                                                                                                                                                                        |

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| **ATTACHMENT "D-1"** |
|----------------------|

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**ESCALATION FORMULA**

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**"[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT]". **

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