| EXHIBIT 10.2 |
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### AMENDMENT No. 28 TO PURCHASE AGREEMENT GPJ-003/96

This Amendment No. 28 (“Amendment 28”) dated as of February 10, 2003 is between EMBRAER - Empresa Brasileira deAeronautica S.A. (“EMBRAER”) and ExpressJet Airlines, Inc., formerly known as Continental Express, Inc.(“BUYER”), collectively hereinafter referred to as the “PARTIES”, and relates to Purchase Agreement No.GPJ-003/96 between EMBRAER and BUYER, as amended from time to time, together with its Attachments, (collectively referred to as the“BASE Agreement”) and Letter Agreements GPJ-004/96 dated August 5, 1996 and PCJ-004A/96 dated August 31, 1996 betweenEMBRAER and BUYER as amended from time to time (together with the BASE Agreement, collectively referred to herein as the“Purchase Agreement”) for the purchase of up to two hundred and forty five (245) new EMB-145 aircraft.

This Amendment 28 sets forth the further agreement between EMBRAER and BUYER relative to, among other things, certain changesrequested by BUYER in the Aircraft configuration described in Attachment “A” of the Purchase Agreement and theincorporation of **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AREQUEST FOR CONFIDENTIAL TREATMENT]** pursuant to Article 11 of the Purchase Agreement. All terms defined in the PurchaseAgreement shall have the same meaning when used herein and in case of any conflict between this Amendment 28 and the PurchaseAgreement, this Amendment 28 shall control.

NOW, THEREFORE, for good and valuable consideration, which is hereby acknowledged, EMBRAER and BUYER hereby agree asfollows:

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

Each of the newly manufactured EMB 145 XR AIRCRAFT from the twenty eighth (28th) through the one hundred and fourth(104th) shall be delivered with a **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]**

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

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Each of the newly manufactured EMB 145 XR AIRCRAFT from the fourty seventh (47th) through the one hundred and fourth(104th) shall be delivered with the **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]**. The **[CONFIDENTIAL MATERIAL OMITTED AND FILEDSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]** shall be supplied byBuyer as Buyer Furnished Equipment (“BFE”). **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIESAND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]**

For each affected Aircraft Buyer shall deliver the **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIESAND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]** to Embraer at EMBRAER's facilities in SãoJosé dos Campos, São Paulo, Brazil (“BFE Delivery Location”), free of any charge to Embraer whatsoever,at least **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUESTFOR CONFIDENTIAL TREATMENT]** days before the Contractual Delivery Date of each Aircraft.

Buyer shall not refuse acceptance of any Aircraft for failure of the **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITHTHE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]** to be installed if Embraer is unableto install the **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AREQUEST FOR CONFIDENTIAL TREATMENT]** in the Aircraft prior to the Contractual Inspection Date due to: (i) the **[CONFIDENTIALMATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIALTREATMENT]** is not received at the BFE Delivery Location at least **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITHTHE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]** days before the Contractual DeliveryDate; or (ii) although received by Embraer at least **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]** days prior to the

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Contractual Delivery Date, the **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGECOMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]** is rejected by Embraer's Quality Control Department, in its solediscretion, and a **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AREQUEST FOR CONFIDENTIAL TREATMENT]** therefore is not received at the BFE Delivery Location within **[CONFIDENTIAL MATERIALOMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]** daysbefore the Contractual Delivery Date.

In such cases, Buyer shall accept the Aircraft without the **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]**. At Buyer's request, Embraer shall installthe **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT]** within a reasonable period of time on its own premises in Sao Jose dos Campos, otherwise, Buyer shallbe responsible for installation of the **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGECOMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]**.

**AIRCRAFT BASIC PRICE**

As a result of these changes in the AIRCRAFT configuration and in the AIRCRAFT BASIC PRICES specified in this Amendment 28, theAIRCRAFT 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 A REQUEST FORCONFIDENTIAL TREATMENT]**

### All other terms and conditions of the EMB-145 Purchase Agreement, which are not specifically amended by this Amendment 28,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 executed this Amendment 28 tothe Purchase Agreement to be effective as of the date first written above.

| EMBRAER - Empresa Brasileira**** de Aeronautica S.A.****                                                                                                                          | **            ** | EXPRESSJET AIRLINES, INC**.**                                                                                                                                                                      |
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| By:  /s/ SatoshiYokota                          |                                                                              | By:  /s/ Frederick S.Cromer                            |
| Name:  Satoshi Yokota Title:     Executive Vice President Industiral                                                                                     |                                                                              | Name:  Frederick S. Cromer Title:     Vice President and Chief Financial Officer                                                                                          |
| **   **                                                                                                                                                            |                                                                              |                                                                                                                                                                                                    |
| By:  /s/ FlavioRimoli                           |                                                                              |                                                                                                                                                                                                    |
| Name:    Flavio Rimoli Title:       Director of Contracts                                                                            |                                                                              |                                                                                                                                                                                                    |
| **   **                                                                                                                                                            |                                                                              |                                                                                                                                                                                                    |
| Date:      February 25, 2003 Place:    Sao Jose Dos Campos, S.P.                                                                          |                                                                              | Date:      February 20, 2003 Place:    Houston, Texas                                                                                                      |
|                                                                                                                                                                         |                                                                              |                                                                                                                                                                                                    |
| Witness:     /s/ Fernando Bueno                                                                        |                                                                              | Witness:     /s/ PamBaley                                                                                |
| Name:        Fernando Bueno                                                                                                                    |                                                                              | Name:        Pam Baley                                                                                                                                          |

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