1947-4


Western Pacific Airlines, Inc.
2864 South Circle Drive
Suite 1100
Colorado Springs, CO  80906


Subject:          Letter Agreement No. 1947-4 to
                  Purchase Agreement No. 1947 --
                  Spare Parts Support for Flight Training


This Letter Agreement  amends Purchase  Agreement No. 1947 dated as of even date
herewith (the Agreement) between The Boeing Company (Boeing) and Western Pacific
Airlines, Inc. (Buyer) relating to Model 737-300 aircraft (the Aircraft).

All terms used herein and in the Agreement,  and not defined  herein,  will have
the same meaning as in the Agreement.

For purposes of this Letter Agreement the following definitions apply:

Flight Crew Training is flight training using Boeing facilities.

Removed Parts are parts removed from an Aircraft during Flight Crew Training.

Replacement  Parts are parts taken from Boeing  inventory  and  installed  in an
Aircraft because no Standby Spare Parts are available.

Standby  Spare  Parts are spare  parts  which are owned by Buyer and  located at
Buyer's designated storage area at Boeing to support Flight Crew Training.

Training Aircraft are the aircraft used for Flight Crew Training.

If parts fail during Flight Crew Training,  Boeing will require spare parts.  In
support of this requirement,  Buyer will provide to Boeing certain Standby Spare
Parts in accordance with the following terms and conditions:

1.       Provision of Spare Parts.

         1.1              Boeing will provide  normal line  maintenance  for any
Aircraft used for Flight Crew Training.  As part of such normal line maintenance
Boeing  will,  at no charge,  provide  expendable  spare parts  required for the
normal maintenance of any Training

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Western Pacific Airlines, Inc.
1947-4   Page 2


Aircraft.  Such spare parts will include  low  cost  Boeing  proprietary  items,
nonrepairable items, low cost vendor items and standards.

         1.2              Buyer will  provide the Standby  Spare Parts listed in
the attachment to this Letter  Agreement.  The  attachment  sets forth a general
listing  of the  types  and  approximate  numbers  of the  Standby  Spare  Parts
required.  This list including part numbers,  exact quantities and on-dock dates
will be established  during the  provisioning  meeting  described in the General
Terms Agreement (GTA) Supplement.

         1.3              In order to prevent extended down time on the Training
Aircraft, if parts other than those discussed above fail, Boeing will attempt to
provide  Replacement  Parts for any such  failed  parts.  If Boeing is unable to
provide  Replacement Parts, Buyer will be responsible for providing  replacement
parts.  Delivery to Buyer of Replacement  Parts will occur when the  Replacement
Parts are  installed  on the  Aircraft.  All terms  and  conditions  of the GTA,
including those related to price and payment which are not inconsistent with the
provisions  of  this  Letter  Agreement,  will  apply  to  Boeing's  sale of any
Replacement Part to Buyer.

2.       Disposition of Parts.

         2.1            With respect to Removed Parts, Boeing may:

                  (i) repair  such  Removed  Parts,  at no charge to Buyer,  and
either  retain such Removed  Parts as Standby Spare Parts or return such Removed
Parts to Buyer, at Buyer's expense;

                 (ii) return the Removed Parts to Buyer at Buyer's expense;
or

                (iii) return  the Removed Parts to the  manufacturer  for repair
or replacement under such manufacturer's warranty. (Upon Boeing's receipt of the
repaired  Removed  Parts or their  replacements,  Boeing may retain such Removed
Parts or their  replacements as Standby Spare Parts or return such Removed Parts
or their replacements to Buyer, at Buyer's expense).

         2.2              Any return to Buyer of Removed Parts, or replacements,
will be  accomplished  in accordance  with any written  instructions  from Buyer
received by Boeing prior to such return.

3.       Redelivery of Standby Spare Parts. Standby Spare Parts not installed in
an Aircraft during Flight Crew Training will be

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Western Pacific Airlines, Inc.
1947-4   Page 3




redelivered  to Buyer on board the last  Aircraft  delivered  to Buyer under the
Agreement or, upon mutual agreement, at an earlier time.

4.  Non-performance  by Buyer. If Buyer's  nonperformance of obligations in this
Letter  Agreement  causes  a delay  in the  Flight  Crew  Training,  Buyer  will
reimburse Boeing for all resulting  expenses and be deemed to have agreed to any
such delay in Flight Crew Training. In addition Boeing will have the right to:

                  (i) purchase  Standby  Spare Parts and  invoice  Buyer for the
price of such Parts and for any necessary  adjustment  and  calibration  of such
Parts;

                 (ii) cancel or reschedule the Flight Crew Training.

5.       Buyer  Warranty.  Buyer warrants that the Standby Spare Parts will meet
the  requirements  of the Detail  Specification  and be in a  condition  to pass
Boeing's receival  inspection and functional test and if not in a new condition,
will have an attached FAA Serviceable Parts Tag.

6.       Title and Risk of Loss.  Title to and risk of loss of any Standby Spare
Parts or Removed  Parts  will  remain  with  Buyer.  Boeing  will have only such
liability  for  Standby  Spare  Parts and  Removed  Parts as a bailee for mutual
benefit would have, but will

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Western Pacific Airlines, Inc.
1947-4   Page 4




not be liable for loss of use. For  Replacement  Parts,  title will  transfer to
Buyer at the time such part is installed in the Aircraft.


Very truly yours,

THE BOEING COMPANY



By
  --------------------------------
Its     Attorney-In-Fact


ACCEPTED AND AGREED TO this

Date:                    , 1996

WESTERN PACIFIC AIRLINES, INC.



By
  --------------------------------
Its


Attachment


P.A. No. 1947
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Attachment to
Letter Agreement No. 1947-4
Page 1



                               STANDBY SPARE PARTS


The  following  notations,  used in the list of Standby Spare Parts set forth in
this Attachment, will have the meanings indicated below:

(1)      Training Spare Parts,  in the indicated  amounts,  are required only if
         Flight Crew Training will be provided at Boeing's facilities at or near
         Seattle, Washington.

(2)      Part  numbers  and/or dash numbers may vary with  configuration  of the
         Aircraft and/or Buyer's choice of vendor.

(3)      Quantity of wheels,  tires and brakes  required as Training Spare Parts
         may vary with  configuration  of the Aircraft  and/or Buyer's choice of
         vendors.

AR       As Required:  The  number  required  will  depend  upon  the  amount of
         training involved.


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Attachment to
Letter Agreement No. 1947-4
Page 2

                               Standby Spare Parts

                                                                Training
Part Number(2)    Nomenclature                           Total Quantity Required
--------------    ------------                           -----------------------
Electronics
                  Flight Management Computer                           1
                  Fuel Summation Unit                                  1
                  DADC                                                 1
                  HSI/EHSI                                             1
                  ADI/EADI                                             1
                  DME Interrogator Unit                                1
                  VHF Comm Transceiver                                 1
                  VHF Nav Unit                                         1
                  ATC Transponder                                      1
                  VHF Comm Cont. Panel                                 1
                  VHF Nav. Cont. Panel                                 1
                  ATC Control Panel                                    1
                  Radio Alt. R/T Unit                                  1
                  Radio Alt. Indicator                                 1
                  Weather Radar R/T Unit                               1
                  Interphone Cont. Panel                               1
                  HF Comm Transceiver                                  1
                  HF Comm Control Panel                                1
                  INS Nav Unit                                         1
                  INS Mode Select Panel                                1
                  INS Control/Display Unit                             1

Systems

                  Indicator Pressure Ratio                             1
                  TAT Indicator                                        1
                  Tach N2 Indicator                                    1
                  Indicator Tach No. 1                                 1
                  E.G.T. Indicator                                     1

Wheels, Tires and Brakes(3)

                  Main Wheel                                           AR
                  Nose Wheel                                           AR
                  Brakes                                               AR
                  Nose Tires                                           AR
                  Main Tires                                           AR

Engines (CFM56-3)

                  Ignition Exciter                                     1
                  Igniter Plug                                         2

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