(CONFIDENTIALITY REQUESTED)

CERTAIN CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24B-21 AS
INDICATED BY "(XXX)"


                          Supplemental Agreement No. 1

                                       to

                           Purchase Agreement No. 1947

                                     between

                               The Boeing Company

                                       and

                         Western Pacific Airlines, Inc.

                    Relating to Boeing Model 737-300 Aircraft


             THIS SUPPLEMENTAL AGREEMENT,  entered  into  as of the 27th  day of
September,  1996,  by and between  THE BOEING  COMPANY,  a Delaware  corporation
(hereinafter  called  Boeing),  and Western Pacific  Airlines,  Inc., a Delaware
corporation with its principal office in the City of Colorado Springs,  State of
Colorado, (hereinafter called Buyer);


                              W I T N E S S E T H:


             WHEREAS, the parties hereto entered into an agreement on August 21,
1996,  relating to Boeing Model 737-300 aircraft,  which agreement,  as amended,
together with all exhibits and  specifications  attached thereto and made a part
thereof, is hereinafter called the "Purchase Agreement;" and

             WHEREAS, the parties desire to supplement the Purchase Agreement as
hereinafter set forth to reduce the quantity of Aircraft purchased from ten (10)
to six (6), to revise the alternate schedule for advance payments, to revise the
agreement for provision of a Model 737 full flight simulator data package and to
revise the  conditions  for provision of enhanced  thrust and alternate  forward
center of gravity, as well as certain additional changes as set forth herein;

             NOW THEREFORE,  in  consideration  of the mutual  covenants  herein
contained, the parties hereto agree as follows:

P.A. No. 1947                                                               SA-1
K/WPA




<PAGE>







1. Article 1, entitled  "Subject Matter of Sale." is deleted in its entirety and
replaced by the  following  new Article 1, which  reflects the  reduction in the
quantity of Aircraft  purchased  from ten (10) to six (6) in paragraph 1.1, "The
Aircraft.".  Such revised Article 1 is attached hereto and incorporated into the
Purchase Agreement by this reference.

2. Article 2, entitled  "Delivery,  Title and Risk of Loss.",  is deleted in its
entirety  and  replaced  by the  following  new  Article 2, which  reflects  the
deletion of one Aircraft in January 1998,  two Aircraft in February 1998 and one
Aircraft in May 1998,  in  paragraph  2.1,  "Time of  Delivery.".  Such  revised
Article 2 is attached  hereto and  incorporated  into the Purchase  Agreement by
this reference.

3.  Article 3,  entitled  "Price of  Aircraft.",  is deleted in its entirety and
replaced by the following new Article 3, which reflects the deletion of Aircraft
in January  1998,  February  1998 and May 1998,  in  paragraph  3.4.1,  "Advance
Payment Base Price.". Such revised Article 3 is attached hereto and incorporated
into the Purchase Agreement by this reference.

4. Letter Agreement No.  6-1162-JDR-395,  entitled "Advance Payment Matters", is
revised by deleting in their  entirety  pages 1 and 2 and page 1 of Attachment A
and  substituting  new  pages 1, 2, 3 and 4 and  page 1 of  Attachment  A.  This
revision (i) replaces the existing  alternate schedule for advance payments with
a new schedule,  (ii) identifies  alternate delivery positions if certain of the
advance  payments  are not made in  accordance  with the new  schedule and (iii)
identifies requirements relative to predelivery assignment of Buyer's rights and
obligations.  Such new pages  are  attached  hereto  and  incorporated  into the
Purchase Agreement by this reference.

5. Letter Agreement No. 6-1162-JDR-398,  entitled "Customer Support Matters", is
revised by  deleting in their  entirety  pages 1, 2 and 3 and  substituting  new
pages 1 and 2. This  revision  replaces the  agreement to provide a Boeing Model
737 full flight  simulator  data  package  with an agreement to provide a credit
memorandum in the amount of [XXXXXX],  in July 1995 dollars, to be used only for
the purchase of a Model 737 full flight  simulator data package.  Such new pages
are  attached  hereto  and  incorporated  into the  Purchase  Agreement  by this
reference.

P.A. No. 1947                                                               SA-1
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<PAGE>






6. Letter Agreement No.  6-1162-JDR-399,  entitled  "Configuration  Matters", is
revised by deleting in their entirety pages 2, 3, 4 and 5 and  substituting  new
pages 2, 3, 4 and 5. This  revision  (i)  deletes the  requirement  to execute a
separate  purchase  agreement  for Model  737-700  aircraft as a  condition  for
provision of credit  memoranda  for thrust  enhancement  and  alternate  forward
center  of  gravity  and (ii)  revises  the  payment  process  for use of thrust
enhancement  to reflect that all payments,  including the initial  payment to be
made at delivery, for use of thrust enhancement will be made directly to CFMI.

7. Boeing and Buyer agree that the terms and conditions of Letter  Agreement No.
1947-1 dated August 21, 1996, shall apply to this  Supplemental  Agreement No. 1
and related letter agreements.

The Purchase  Agreement  shall be deemed to be supplemented to the extent herein
provided and as so supplemented shall continue in full force and effect.

EXECUTED IN DUPLICATE as of the day and year first above written.

THE BOEING COMPANY                     WESTERN PACIFIC AIRLINES, INC.



By:                                    By:
   ----------------------                 ----------------------

Its:   Attorney-In-Fact                Its:




P.A. No. 1947                                                               SA-1
K/WPA




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