1947-3


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


Subject: Letter Agreement No. 1947-3 to
                  Purchase Agreement No. 1947 -
                  Seller Purchased Equipment


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).

For purposes of this Letter Agreement the following definitions apply:

Seller Purchased  Equipment (SPE) is Buyer Furnished Equipment (BFE) that Boeing
purchases for Buyer.

Developmental  Buyer  Furnished  Equipment  (DBFE)  is all  BFE  not  previously
certified for installation on the same model aircraft.

Developmental  Seller  Purchased  Equipment (DSPE) is DBFE which is converted to
SPE.   This  Letter   Agreement   does  not  include   developmental   avionics.
Developmental  avionics are avionics that have not been previously certified for
installation on the same model aircraft.

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

Buyer has requested  that Boeing  purchase as SPE the BFE which has been changed
to SPE by Change Request. Accordingly, Boeing and Buyer agree as follows:

1.       Price.

         Advance  Payments.  An  estimated  SPE price  will be  included  in the
Aircraft  Advance Payment Base Price for the purpose of establishing the advance
payments for each  Aircraft.  The estimated  price of this SPE is [XXXXXXXX] for
each Aircraft, expressed in 1995 dollars.



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Western Pacific Airlines, Inc.
1947-3   Page 2


         Aircraft Price.  The Aircraft Price will be adjusted to reflect (i) the
actual costs charged Boeing by the SPE suppliers,  (ii) a handling fee of 10% of
such costs and (iii)  transportation  charges,  if any. If all DBFE,  except for
developmental  avionics, is converted to SPE, Boeing will waive the handling fee
for all SPE.

2.       Responsibilities.

         2.1      Buyer is responsible for:

                        (i)   selecting the supplier on or before:

                              Complete for galleys
                               Complete for seats

                       (ii)   selecting a FAA certifiable part; and

                      (iii)   providing to Boeing the SPE part
                              specification/Buyer requirements.

         2.2.     Boeing is responsible for:

                        (i)   placing and managing the purchase order with the
supplier, such purchase order to include all terms and conditions agreed between
Buyer and supplier and provided to Boeing in a timely manner;

                       (ii)   coordinating  with  the  suppliers  on   technical
issues;

                      (iii)   ensuring that  the  delivered  SPE  complies  with
the part specification;

                       (iv)   obtaining certification of  the  Aircraft with the
SPE installed; and

                        (v)   obtaining  for  Buyer  the  supplier's standard or
Buyer  negotiated  warranty for the SPE. SPE is deemed to be BFE for purposes of
Exhibit B, the Product Assurance Document, of the Agreement.

3.       Supplier Selection For SPE Galleys and Seats.

         The supplier selection for the SPE galleys and seats is complete.



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Western Pacific Airlines, Inc.
1947-3   Page 3


4.       Changes.

         After this Letter Agreement is signed,  changes to SPE may only be made
by and between  Boeing and the  suppliers.  Buyer's  contacts with SPE suppliers
relating to design  (including  selection  of materials  and  colors),  weights,
prices or schedules are for informational  purposes only. If Buyer wants changes
made  to any of the  above,  requests  must  be  made  directly  to  Boeing  for
negotiating with the supplier.

5.       Proprietary Rights.

         Boeing's  obligation  to  purchase  SPE will not impose upon Boeing any
obligation to compensate Buyer or any supplier for any proprietary  rights Buyer
may have in the design of the SPE.

6.       Remedies.

         If Buyer does not comply with the obligations above, Boeing may:

                        (i)   delay delivery of the Aircraft;

                       (ii)   deliver the Aircraft without installing the SPE;

                      (iii)   substitute a comparable part and invoice Buyer
for the cost;

                       (iv)   increase  the  Aircraft  Price  by  the  amount of
Boeing's additional costs attributable to such noncompliance.

Boeing  agrees to  consult  with  Buyer as to which of the  identified  remedies
Boeing will invoke.  Boeing agrees to work with Buyer to mitigate the damages if
Buyer does not comply with Buyer's obligations.

7.       Buyer's Indemnification of Boeing.

         Buyer will  indemnify  and hold  harmless  Boeing  from and against all
claims and liabilities, including costs and expenses (including attorneys' fees)
incident  thereto  or  incident  to  successfully   establishing  the  right  to
indemnification,  for  injury to or death of any  person or  persons,  including
employees of Buyer but not employees of Boeing,  or for loss of or damage to any
property,  including  Aircraft,  arising out of or in any way connected with any
nonconformance  or  defect  in any SPE and  whether  or not  arising  in tort or
occasioned  in whole or in part by the  negligence  of Boeing,  whether  active,
passive or imputed.


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Western Pacific Airlines, Inc.
1947-3   Page 4

This  indemnity  will not apply  with  respect to any  nonconformance  or defect
caused solely by Boeing's installation of the SPE.


Very truly yours,

THE BOEING COMPANY



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


ACCEPTED AND AGREED TO this

Date:                    , 1996


WESTERN PACIFIC AIRLINES, INC.



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



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