6-1162-JDR-401


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


Subject:          Letter Agreement No. 6-1162-JDR-401 to
                  Purchase Agreement No. 1947 --
                  Product Assurance Matters


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.

1.       Appointment of Agent for Warranties.

         It is understood that Buyer intends to appoint an agent to act directly
with Boeing with respect to the warranties under the Agreement. Such appointment
will require that Buyer and agent enter into an Appointment of Agent  containing
terms and conditions  substantially  as set forth in Attachment A to this Letter
Agreement. Such assignment will be effective upon Boeing's consent.

2.       Return of Defective Items.

         Notwithstanding the provisions of Exhibit B, Part A, paragraph 6 of the
Agreement,  at Buyer's option, Buyer shall have the right to return the Aircraft
or items  claimed to be  defective  under  Exhibit B of the  Agreement to either
Boeing or to any FAA  certified  aircraft  repair  station  for  performance  of
warranty  work.  In the  event  such  items are  submitted  by Buyer to a repair
station other than Boeing, Buyer will remain responsible to submit the claim for
reimbursement,  unless Buyer has appointed an agent in accordance with paragraph
1 above, in which case Buyer's agent may submit the claim for reimbursement. All
other terms and conditions of Exhibit B to the Agreement shall remain in effect.


P.A. No. 1947
K/WPA


<PAGE>


Western Pacific Airlines, Inc.
6-1162-JDR-401                      Page 2


3.       Extension of Warranty and Service Life Policy Periods.

         Boeing  has  defined  priced  programs  to extend the  warranty  period
defined  in  Exhibit  B, Part A of the  Agreement  and to extend  the period and
components of Service Life Policy  coverage  defined in Exhibit B, Part C of the
Agreement.  Buyer may elect to extend the  warranty  period or the Service  Life
Policy  coverage for any Aircraft at any time up to expiration of the applicable
warranty or service life policy as defined in Exhibit B for such  Aircraft.  The
prices for such extensions will be the then current prices in effect at the time
Buyer notifies Boeing of its request for extension. Following such notification,
Boeing  and  Buyer  agree to  supplement  the  Agreement  in a timely  manner to
incorporate such extension.

4.       Confidentiality.

         Buyer  understands  that certain  commercial and financial  information
contained in this Letter  Agreement are  considered  by Boeing as  confidential.
Buyer  agrees  that it will  treat this  Letter  Agreement  and the  information
contained herein as confidential and will not, without the prior written consent
of Boeing, disclose this Letter Agreement or any information contained herein to
any other person or entity, except as provided in Letter Agreement 1947-1.

Very truly yours,

THE BOEING COMPANY


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


ACCEPTED AND AGREED TO this

Date:                    , 1996


WESTERN PACIFIC AIRLINES, INC.


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


P.A. No. 1947
K/WPA


<PAGE>