6-1162-JDR-426


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


Subject:                 Letter Agreement No. 6-1162-JDR-426
                         Model 737-700 - Option Aircraft


Conditioned upon the concurrent  execution of this Letter Agreement  between The
Boeing  Company  (Boeing)  and  Western  Pacific  Airlines,   Inc.  (Buyer)  and
Supplemental  Agreement No. 1 to Purchase  Agreement No. 1947 between Boeing and
Buyer for the  purchase  of six (6) Model  737-300  aircraft,  Boeing  agrees to
manufacture  and sell to Buyer six (6)  additional  Model  737-700  aircraft  as
described in paragraph 1 of Attachment A hereto  (Option  Aircraft),  subject to
the following.

1.           Delivery.

             1.1          The Option Aircraft will be delivered during or before
the month set forth in the following schedule:

            Month and Year                           Number of
            of Delivery                              Option Aircraft
            --------------                           ---------------
            February 2000                                 One (1)
            June 2000                                     One (1)
            August 2000                                   One (1)
            September 2000                                One (1)
            October 2000                                  One (1)
            November 2000                                 One (1)

             1.2          Buyer shall have the right to accelerate  the delivery
of any of the Option  Aircraft  subject to (i) Boeing  receiving  written notice
from Buyer of Buyer's request for acceleration no later than the Option Exercise
Date for the Option  Aircraft for which the  acceleration  is requested and (ii)
the availability of Model 737-700 aircraft delivery positions.

2.           Price.

             The estimated  delivery prices (Advance Payment Base Prices) of the
Option  Aircraft  set forth  below  include (i)  [XXXXXXXX]  ($1995 STE) for the
special features listed in paragraph 1 of Attachment A, and (ii) an estimate of


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Western Pacific Airlines, Inc.
6-1162-JDR-426   Page 2



[XXXXXXXX]  ($1995 STE) for items of SPE. The Option Aircraft  pricing  elements
and associated pricing terms and conditions are in Attachment A.

            Month and Year                  Advance Payment Base Price
            of Delivery                      Per Option Aircraft
            --------------                  --------------------------
            February 2000                            [XXXXXXXXX]
            June 2000                                [XXXXXXXXX]
            August 2000                              [XXXXXXXXX]
            September 2000                           [XXXXXXXXX]
            October 2000                             [XXXXXXXXX]
            November 2000                            [XXXXXXXXX]

3.           Payment.

             3.1          Buyer  will pay a deposit  to Boeing of  [XXXXXX]  for
each Option Aircraft (Deposit). To meet this obligation,  Boeing and Buyer agree
to apply  [XXXXXXXX] of the advance  payments  originally held by Boeing against
Purchase  Agreement No. 1947 as Deposits to be held by Boeing against the Option
Aircraft. The amount of such advance payments applied as Deposits hereunder will
no longer be considered  advance payments under Purchase  Agreement No. 1947. If
Buyer  exercises  an option,  the  Deposit  will be  credited  against the first
advance payment due for such Option Aircraft.

If Buyer does not  exercise  an option,  Boeing will retain the Deposit for that
Option  Aircraft,  except in the event Boeing and Buyer execute an agreement for
the purchase of other Boeing  aircraft  within five (5) years after execution of
Supplemental  Agreement No. 1 to Purchase  Agreement No. 1947, such Deposit will
be credited against the first advance payment due for such other aircraft.

If Buyer breaches any of its obligations  under Purchase  Agreement No. 1947, as
amended,  Boeing in its sole  discretion  may apply  all or any  portion  of the
Deposits  in  compensation  of such  breach,  and in that event  Buyer will as a
condition of maintaining its rights under this Letter  Agreement pay such amount
to Boeing.

             3.2          Following  option  exercise,  advance  payments in the
amount of 30% of the Advance  Payment  Base Price will be payable for the Option
Aircraft pursuant to Attachment A. The remainder of the Option Aircraft purchase
price will be paid at the time of delivery of the Option Aircraft.

             3.3         All prices and payments are in United States Dollars.


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Western Pacific Airlines, Inc.
6-1162-JDR-426   Page 3




4.           Credit Memoranda.

             4.1          Aircraft Basic Credit  Memoranda.  In consideration of
the purchase of the Option Aircraft,  Boeing will issue a credit  memorandum for
each  Option  Aircraft  at the  time of  delivery  in an  amount  determined  by
multiplying  the escalated  Base Aircraft Price (which is exclusive of the value
of change requests, other special features purchased by master change and SPE or
BFE),  times an aircraft  credit factor of [XXX].  Such credit  memoranda may be
utilized  by Buyer for the  purchase  of Boeing  proprietary  spare  parts,  CFM
International (CFMI) proprietary spare engines and engine parts, other Boeing or
CFMI goods and services or applied  against the balance of the purchase price of
the Aircraft or Option Aircraft for which such credit is issued,  but may not be
used for the purchase of other aircraft or application  against advance payments
for any Aircraft or Option Aircraft.

             4.2          Special  Credit  Memoranda.  In  consideration  of the
purchase of the Option Aircraft,  Boeing will issue a Special Credit  Memorandum
to Buyer in the amount of [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]
upon execution of the definitive agreement to purchase the Option Aircraft. Such
Special  Credit  Memoranda  may be utilized by Buyer for the  purchase of Boeing
proprietary  spare parts, CFM  International  (CFMI)  proprietary spare parts or
other Boeing or CFMI goods and  services,  including  the purchase of additional
operational  weight or  thrust,  but may not be used for the  purchase  of other
aircraft or application against advance payments for any Aircraft.

             4.3          Simulator   Data   Package   Credit   Memoranda.    In
consideration  of the  purchase  of the  Option  Aircraft,  Boeing  will issue a
Simulator Data Package  Credit  Memorandum to Buyer in the amount of [XXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX],  in 1995 dollars subject to escalation,
per Aircraft upon execution of the  definitive  agreement to purchase the Option
Aircraft.  Such Simulator Data Package Credit  Memoranda may only be utilized by
Buyer for the  purchase  from Boeing of a Model 737 full flight  simulator  data
package.

5.           Option Exercise.

             5.1          To exercise an option,  Buyer will give written notice
to Boeing on or before the  applicable  option  exercise  date (Option  Exercise
Date).



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Western Pacific Airlines, Inc.
6-1162-JDR-426   Page 4



            Option Aircraft
            Delivery Date                         Option Exercise Date
            ---------------                       --------------------
            February 2000                         On or before Feb 1, 1998
            June 2000                             On or before Jun 1, 1998
            August 2000                           On or before Aug 1, 1998
            September 2000                        On or before Sep 1, 1998
            October 2000                          On or before Oct 1, 1998
            November 2000                         On or before Nov 1, 1998

             5.2          If Boeing  must make  production  decisions  which are
dependent on Buyer  exercising an option earlier than the Option  Exercise Date,
Boeing may accelerate the Option Exercise Date subject to Buyer's agreement.  If
Boeing and Buyer fail to agree to revised Option  Exercise  Dates,  either party
may terminate such option and Boeing will refund to Buyer,  with  interest,  any
Deposit and  advance  payments  received  by Boeing with  respect to such Option
Aircraft.  The  interest  rate will be the 90 day  Certificate  of Deposit  rate
published in the Wall Street  Journal on the first business day of each calendar
quarter during the interest period.

6.           Rolling Option Aircraft.

             If, and each time,  Boeing and Buyer  execute an agreement  for the
purchase  of an Option  Aircraft,  Boeing  will  offer an  equivalent  number of
additional Option Aircraft (Rolling Option Aircraft) to Buyer up to a maximum of
six (6) Rolling  Option  Aircraft,  subject to  Boeing's  then  available  Model
737-700  delivery  positions  (STAP) but with  delivery  dates not  sooner  than
twenty-four (24) months from the date of such offer. The terms, provisions,  and
conditions  for sale of Rolling  Option  Aircraft  shall be the same as those in
this Letter  Agreement for Option  aircraft  delivering in the same general time
period,  except that a Simulator Data Package Credit  Memorandum as contemplated
in  subparagraph  4.3 of this  Letter  Agreement  will not be issued for Rolling
Option Aircraft.

7.           Contract Terms.

             Boeing  and  Buyer  will use their  best  efforts  to enter  into a
definitive agreement for the purchase of an Option Aircraft,  within thirty (30)
days after Buyer exercises such option.

Such  definitive  agreement  will  include  the terms and  conditions  contained
herein,  terms and conditions as may be mutually agreed upon, and the applicable
terms and conditions contained in Boeing's then-current standard form


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Western Pacific Airlines, Inc.
6-1162-JDR-426   Page 5



of purchase agreement for the sale of Model 737-700 aircraft in effect as of the
date of option  exercise.  In the event the parties  have not entered  into such
agreement  within such time,  either  party may  terminate  the purchase of such
Option  Aircraft by giving  written  notice to the other within ten (10) days of
such period.

8.           Confidentiality.

             Buyer understands that certain commercial and financial information
contained  in  this  Letter  Agreement  including  any  attachments  hereto  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 may
be required  by (i)  applicable  law or  governmental  regulations,  or (ii) for
financing the Option Aircraft.  In connection with any such disclosure or filing
of the Letter  Agreement,  or the information  contained  herein pursuant to any
such applicable law or governmental  regulation,  Buyer will request and use its
best  reasonable  efforts  to  obtain  confidential  treatment  of  such  Letter
Agreement and the information  contained herein. Boeing agrees to cooperate with
Buyer in making and supporting its request for confidential treatment.

Very truly yours,

THE BOEING COMPANY


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


ACCEPTED AND AGREED TO this

Date:                    , 1996


WESTERN PACIFIC AIRLINES, INC.


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

Attachments


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<PAGE>


Attachment A to
6-1162-JDR-426
Page 1



Model 737-700 Aircraft

1.       Option Aircraft Description and Changes.

         1.1        Aircraft  Description.  The Option Aircraft are described in
Attachment B.

         1.2        Changes.   The  Detail  Specification  will  be  revised  to
include:

                    (1) Changes  applicable to the basic Model 737- 700 aircraft
which are developed by Boeing between the date of the Detail  Specification  and
the signing of a definitive agreement to purchase the Option Aircraft.

                    (2) Changes mutually agreed upon.

                    (3) Changes   required    to    obtain    a  Certificate  of
Airworthiness.

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<PAGE>

Attachment A to
6-1162-JDR-426
Page 2


2.           Price Description
<TABLE>
<CAPTION>
             2.1         Price Elements Per Option Aircraft


                        1                 2             3                4           5            6             7
                        -                 -             -                -           -            -             -

                                                                     A/C BASIC                ESTIMATED      ADV. PMT.
                        BASE           SPECIAL         PRICE         ESTIMATED                ESCALATION     BASE PRICE
                   AIRCRAFT PRICE   FEATURES PRICE    ELEMENTS       ESCALATION     SPE        CREDIT        ELEMENTS
                    (JULY 1995 $)    (JULY 1995 $)      1 + 2           ON 3     (DELY YEAR)   MEMO (*)    3 + 4 + 5 + 6
                  ---------------   --------------    --------      -----------  -----------   --------    -------------
<S>                 <C>               <C>             <C>            <C>          <C>           <C>         <C>

February 2000       [XXXXXXXXX]       [XXXXXXXX]      [XXXXXXXXX]    [XXXXXXXX]   [XXXXXXXX]   [XXXXXXX]    [XXXXXXXXX]

June 2000           [XXXXXXXXX]       [XXXXXXXX]      [XXXXXXXXX]    [XXXXXXXX]   [XXXXXXXX]   [XXXXXXX]    [XXXXXXXXX]

August 2000         [XXXXXXXXX]       [XXXXXXXX]      [XXXXXXXXX]    [XXXXXXXX]   [XXXXXXXX]   [XXXXXXX]    [XXXXXXXXX]

September 2000      [XXXXXXXXX]       [XXXXXXXX]      [XXXXXXXXX]    [XXXXXXXX]   [XXXXXXXX]   [XXXXXXX]    [XXXXXXXXX]

October 2000        [XXXXXXXXX]       [XXXXXXXX]      [XXXXXXXXX]    [XXXXXXXX]   [XXXXXXXX]   [XXXXXXX]    [XXXXXXXXX]

November 2000       [XXXXXXXXX]       [XXXXXXXX]      [XXXXXXXXX]    [XXXXXXXX]   [XXXXXXXX]   [XXXXXXX]    [XXXXXXXXX]

(*) Reflects Estimated Escalation Adjustment in 1997 and 1998
</TABLE>




Continued Next Page...

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Attachment A to
6-1162-JDR-426
Page 3


2.       Price Description. (Continued)

         2.2        Price Adjustments.

                    2.2.1     Special  Features.  The price for Special Features
selected  for the Option  Aircraft  will be adjusted  to  Boeing's  then-current
prices as of the date of execution of the  definitive  agreement  for the Option
Aircraft.

                    2.2.2     Escalation  Adjustments.  The Aircraft Basic Price
of the  Option  Aircraft  will  be  escalated  according  to the  provisions  of
Attachment C.

                    2.2.3     Base Price  Adjustments.  The Aircraft Basic Price
of the Option  Aircraft will be adjusted to Boeing's  then-current  prices as of
the date of execution of the definitive agreement for the Option Aircraft.

                    2.2.4     BFE to SPE.  An  estimate  of the total  price for
items of Buyer Furnished  Equipment (BFE) changed to Seller Purchased  Equipment
(SPE)  pursuant  to the  Configuration  Specification  is included in the Option
Aircraft  price  build-up.  The purchase  price of the Option  Aircraft  will be
adjusted  by the price  charged to Boeing for such items plus 10% of such price.
If all BFE except developmental  avionics is converted to SPE, Boeing will waive
the 10% fee.

3.       Advance Payment Schedules, Prices and Adjustments.

         3.1        Buyer  will  pay  to  Boeing advance payments for the Option
 Aircraft pursuant to the following schedule.

                                              Amount Due per Option Aircraft
                                                     (Percentage times
Due Date of Payment                             Advance Payment Base Price)
-------------------                           ------------------------------
Upon signing of the definitive                              1% (less the
agreement                                                       Deposit)

24 months prior to the first                                4%
day of the scheduled delivery
month of the Option Aircraft

21 months prior to the first                                5%
day of the scheduled delivery
month of the Option Aircraft

18 months prior to the first                                5%
day of the scheduled delivery
month of the Option Aircraft


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Attachment A to
6-1162-JDR-426
Page 4



12 months prior to the first                                5%
day of the scheduled delivery
month of the Option Aircraft

9 months prior to the first                                 5%
day of the scheduled delivery
month of the Option Aircraft

6 months prior to the first                                 5%
day of the scheduled delivery
month of the Option Aircraft

              Total                                         30%

Any advance payments past due as of the date of signing the definitive  purchase
agreement  for the  Option  Aircraft  are due and  payable  on the  date of such
signing.

         3.2        Option   Aircraft   advance  payment  base  prices  will  be
increased or decreased, as appropriate, at the time of signing of the definitive
purchase  agreement for the Option Aircraft,  using the then-current  forecasted
aircraft  escalation  factors  used by Boeing,  to  determine  the amount of the
advance payments to be made by Buyer for the Option Aircraft.



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<PAGE>


Attachment B to
6-1162-JDR-426
Page 1



                             AIRCRAFT CONFIGURATION

                                   relating to

                          BOEING MODEL 737-700 AIRCRAFT


         The Detail  Specification  will be  comprised  of Boeing  Configuration
Specification  D6-38808,  Revision E, dated  September  15, 1995,  as amended to
incorporate the applicable  specification  language to reflect the effect of the
changes set forth in the Change Requests listed below,  including the effects of
such changes on  Manufacturer's  Empty Weight (MEW) and  Operating  Empty Weight
(OEW).  The  Aircraft  Basic Price  reflects  and  includes  all effects of such
changes of price,  except such  Aircraft  Basic Price does not include the price
effects  of  Change  Requests  changing  Buyer  Furnished  Equipment  to  Seller
Purchased Equipment.



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Attachment B to
6-1162-JDR-426   Page 2

                                                              PRICE
                                                            PER A/P
                                                          1995$ PER
    CR /  TITLE                                           A/P PRICE
======================================================= ===========


0110CG3021                                                      IB
MODEL 737-700 AIRPLANE
STATUS: ACCEPT

0252CG3030                                                      NC
CARGO COMPARTMENT PLACARDS - POUNDS AND
KILOGRAMS PER SQUARE FOOT
STATUS: ACCEPT

0252CG3037                                                      NC
ENGLISH UNITS FOR FLIGHT MANUAL, OPERATIONS
MANUAL, FUEL QUANTITY SYSTEM, CDS
INDICATIONS, AND FMCS WEIGHTS
STATUS: ACCEPT

0253CH3093                                                      NC
CHANGE SELECTED BUYER FURNISHED EQUIPMENT
(BFE) TO SELLER PURCHASED EQUIPMENT (SPE)
STATUS: ACCEPT

0310CG3V12                                                [XXXXXX]
INCREASE CERTIFIED MAXIMUM TAXI WEIGHT IN
1000 POUND INCREMENTS TO A MAXIMUM OF
153,500 POUNDS FOR 737-700
STATUS: ACCEPT

1110CG3289                                                      NC
ENGINE WARNING STRIPES AND DECALS -
FUSELAGE LOCATIONS
STATUS: ACCEPT

2130CG3039                                                      NC
600 FPM CABIN PRESSURE ASCENT RATE
STATUS: ACCEPT

2130CG3040                                                      NC
350 FPM CABIN PRESSURE DESCENT RATE
STATUS: ACCEPT

2160CG3018                                                      NC
CABIN TEMPERATURE INDICATOR - DEGREES
FAHRENHEIT
STATUS: ACCEPT



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Attachment B to
6-1162-JDR-426   Page 3

                                                              PRICE
                                                            PER A/P
                                                          1995$ PER
    CR /  TITLE                                           A/P PRICE
======================================================= ===========


2170CG3002                                                 [XXXXX]
CATALYTIC CONVERTERS - INSTALLATION - OZONE
CONTROL
STATUS: ACCEPT

2210CG3197                                                      NC
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
GLIDE SLOPE CAPTURE INHIBIT BEFORE
LOCALIZER CAPTURE
STATUS: ACCEPT

2210CG3198                                                      NC
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
CONTROL WHEEL STEERING WARNING
STATUS: ACCEPT

2210CG3210                                                  [XXXX]
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
SPEED AND ALTITUDE INTERVENTION - AUTOPILOT
ENGAGE MODE CONTROL PANEL
STATUS: ACCEPT

2210CG3235                                                      NC
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
ACTIVATION - ALTITUDE ALERT - 300/900 FEET,
FIXED ALERT
STATUS: ACCEPT

2210CG3236                                                      NC
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
ACTIVATION - FLIGHT DIRECTOR TAKEOFF MODE,
HEADING SELECT
STATUS: ACCEPT

2312CG3340                                                 [XXXXX]
TRIPLE VHF COMMUNICATIONS - INSTALLATION -
BFE ROCKWELL INTERNATIONAL CORP
STATUS: ACCEPT

2312CG3346                                                      NC
TRIPLE VHF COMMUNICATION - INSTALLATION -
CONTROL PANELS WITH DUAL TUNING CONTROLS -
BFE-GABLES
STATUS: ACCEPT



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Attachment B to
6-1162-JDR-426   Page 4

                                                              PRICE
                                                            PER A/P
                                                          1995$ PER
    CR /  TITLE                                           A/P PRICE
======================================================= ===========


2321CG3528                                                      NC
SELCAL DECODER - INSTALLATION -
BFE-MOTOROLA INC
STATUS: ACCEPT

2321CG3529                                                      NC
SELCAL CONTROL PANEL - INSTALLATION -
GABLES WITH FIVE INDIVIDUAL CHANNEL
ANNUNCIATIONS-BFE
STATUS: ACCEPT

2322CH3414                                                 [XXXXX]
ACARS 724B-PARTIAL PROVISIONS
INSTALLATION-FOR DFDAU/MULTIPORT PRINTER/
ARINC 739 MIDU INTERFACES - INSTALLATION ON
E3-2 SHELF
STATUS: ACCEPT

2350CG3158                                                      NC
CONTROL WHEEL INTERPHONE SWITCH - REVISION
- SPRING LOADED TO OFF
STATUS: ACCEPT

2350CG3183                                                      NC
AUDIO SELECTOR PANEL - INSTALLATION - 3
VHF/1HF (P/N 10-62090-60)
STATUS: ACCEPT

2370CH3189                                                      NC
SOLID STATE VOICE RECORDER - INSTALLATION -
BFE LORAL FAIRCHILD
STATUS: ACCEPT

2433CG3136                                                      NC
STANDBY POWER - AIR TRAFFIC CONTROL (ATC)
NO. 1
STATUS: ACCEPT

2433CG3149                                                      NC
STANDBY POWER - 30-MINUTE CAPABILITY
STATUS: ACCEPT

2511CG3076                                                  [XXXX]
SECOND OBSERVER'S SEAT - ADDITION
STATUS: ACCEPT



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Attachment B to
6-1162-JDR-426   Page 5

                                                              PRICE
                                                            PER A/P
                                                          1995$ PER
    CR /  TITLE                                           A/P PRICE
======================================================= ===========


2511CG3077                                                 [XXXXX]
SECOND OBSERVER'S SUPPORT EQUIPMENT -
ADDITION
STATUS: ACCEPT

2520CH3820                                                 [XXXXX]
INTERIOR ARRANGEMENT - 138 ALL TOURIST
CLASS, GALLEYS G1, G2 AND G4B AND
LAVATORIES LA AND LD
STATUS: ACCEPT

2523CG3104                                                      NC
STAINLESS STEEL IDENTIFICATION PLATE
STATUS: ACCEPT

2541CH3043                                                      NC
LIQUID SOAP DISPENSER - LAVATORY
STATUS: ACCEPT

2550CG3217                                                      NC
FWD AND AFT CARGO COMPARTMENT FLOOR PANELS
- ALL ALUMINUM FOR 737-700
STATUS: ACCEPT

2564CH3097                                                  [XXXX]
EMERGENCY EQUIPMENT STOWAGE BOX - BULKHEAD
MOUNTED
STATUS: ACCEPT

2611CG3020                                                      NC
ENGINE AND APU FIRE/OVERHEAT DETECTION
SYSTEM - WHITTAKER SAFETY SYSTEMS
STATUS: ACCEPT

2626CG3024                                                      NC
FIRE EXTINGUISHER - INSTALLATION
STATUS: ACCEPT

2844CG3042                                                      NC
MEASURING STICK CONVERSION TABLES - U.S.
GALLONS
STATUS: ACCEPT



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<PAGE>


Attachment B to
6-1162-JDR-426   Page 6

                                                              PRICE
                                                            PER A/P
                                                          1995$ PER
    CR /  TITLE                                           A/P PRICE
======================================================= ===========


2910CG3093                                                      NC
ENGINE DRIVEN HYDRAULIC PUMP WITH VESPEL
SPLINE - ABEX
STATUS: ACCEPT

2910CG3097                                                      NC
AC MOTOR-DRIVEN HYDRAULIC PUMPS -
INSTALLATION - ABEX
STATUS: ACCEPT

3131CG3674                                                      NC
ACCELEROMETER - INSTALLATION - BFE
ALLIEDSIGNAL INC
STATUS: ACCEPT

3131CG3779                                                      NC
DIGITAL FLIGHT DATA ACQUISITION UNIT
(DFDAU) (P/N 2233000-85) WITH ACMS
INTERFACES AND INTERNAL OPTICAL DISKETTE
DRIVE -
STATUS: ACCEPT

3131CG3808                                                      NC
SOLID STATE DIGITAL FLIGHT DATA RECORDER -
INSTALLATION - BFE ALLIEDSIGNAL - 256 WPS
STATUS: ACCEPT

3135CH3076                                                  [XXXX]
ARINC 740 MULTIPORT PRINTER PROVISIONS, AND
PROVISIONS FOR EVENT/PRINT MODULE
STATUS: ACCEPT

3162CG3014                                                      NC
PFD/ND DISPLAY FORMAT
STATUS: ACCEPT

3162CG3016                                                      NC
FLIGHT DIRECTOR COMMAND DISPLAY - FILLED
INTEGRATED CUE
STATUS: ACCEPT

3162CG3025                                                      NC
RADIO ALTITUDE HEIGHT ALERT DISPLAY - 2500
FEET
STATUS: ACCEPT



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Attachment B to
6-1162-JDR-426   Page 7

                                                              PRICE
                                                            PER A/P
                                                          1995$ PER
    CR /  TITLE                                           A/P PRICE
======================================================= ===========


3162CG3029                                                      NC
LOCALIZER BACKCOURSE POLARITY - REVERSAL
STATUS: ACCEPT

3162CG3032                                                      NC
MAP MODE ORIENTATION - TRACK UP
STATUS: ACCEPT

3162CG3037                                                      NC
AUTOTUNED NAVAIDS - SUPPRESSED
STATUS: ACCEPT

3162CG3045                                                      NC
WEATHER RADAR RANGE INDICATORS - RANGE
MARKS
STATUS: ACCEPT

3162CG3052                                                      NC
TCAS RESOLUTION ADVISORY ON ADI
STATUS: ACCEPT

3162CG3054                                                      NC
TCAS 3 NM RANGE RING
STATUS: ACCEPT

3162CG3105                                                      NC
ENGINE INSTRUMENTS DISPLAY - OVER AND UNDER
PRESENTATION
STATUS: ACCEPT

3162CG3107                                                      NC
CDS FUEL FLOW DISPLAY - FULL TIME
STATUS: ACCEPT

3162CG3110                                                      NC
DA/MDA BARO BUG - ADDITION TO PFD ALTITUDE
TAPE
STATUS: ACCEPT

3240CG3227                                                      NC
NOSE AND MAIN LANDING GEAR WHEELS AND
BRAKES - INSTALLATION - BF GOODRICH CO FOR
737-600, -700
STATUS: ACCEPT



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<PAGE>


Attachment B to
6-1162-JDR-426   Page 8

                                                              PRICE
                                                            PER A/P
                                                          1995$ PER
    CR /  TITLE                                           A/P PRICE
======================================================= ===========


3245CG3030                                                      NC
MAIN LANDING GEAR TIRES - INSTALLATION - SFE
- H43.5"X16.0"- 21" -26 PLY FOR 737-600,
737-700
STATUS: ACCEPT

3342CG3024                                                      NC
NOSE GEAR TAXI LIGHT - INSTALLATION -
250-WATT
STATUS: ACCEPT

3412CG3078                                                      NC
AIR DATA COMPUTING - DUAL TAT PROBE
STATUS: ACCEPT

3421CH3061                                                  [XXXX]
INERTIAL REFERENCE SYSTEM (IRS) - MODE
SELECT UNIT INSTALLATION - BOEING
COMMERCIAL AIRPLANES P/N 69-73713-17
STATUS: ACCEPT

3431CG3050                                                      NC
ILS - INSTALLATION - BFE ROCKWELL
INTERNATIONAL CORP
STATUS: ACCEPT

3433CG3064                                                      NC
LOW RANGE RADIO ALTIMETER (LRRA) -
INSTALLATION - BFE ROCKWELL INTERNATIONAL
CORP
STATUS: ACCEPT

3435CH3028                                                 [XXXXX]
FLIGHT DYNAMICS CAPTAIN ONLY HEAD UP
GUIDANCE SYSTEM - PARTIAL PROVISIONS
STATUS: ACCEPT

3443CH3165                                                 [XXXXX]
ARINC 708 WEATHER RADAR SYSTEM -
INSTALLATION - BFE ROCKWELL INTERNATIONAL
CORP (WITH DEACTIVATED PREDICTIVE WINDSHEAR
FEATURE
STATUS: ACCEPT



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<PAGE>


Attachment B to
6-1162-JDR-426   Page 9

                                                              PRICE
                                                            PER A/P
                                                          1995$ PER
    CR /  TITLE                                           A/P PRICE
======================================================= ===========


3443CH3189                                                 [XXXXX]
WEATHER RADAR SYSTEM - PARTIAL PROVISIONS
FOR PREDICTIVE WINDSHEAR FEATURE OF AN
ARINC 708A SINGLE WEATHER RADAR SYSTEM
STATUS: ACCEPT

3445CG3168                                                      NC
TCAS II - INSTALLATION - BFE ROCKWELL
INTERNATIONAL CORP/GABLES ENGINEERING INC
STATUS: ACCEPT

3446CH3162                                                      NC
ACTIVATION OF DESCENT BELOW MINIMUMS (MODE
6) FEATURE - GROUND PROXIMITY WARNING
SYSTEM
STATUS: ACCEPT

3451CG3006                                                      NC
VOR/MARKER BEACON - INSTALLATION - BFE
ROCKWELL INTERNATIONAL CORP
STATUS: ACCEPT

3455CG3119                                                      NC
DISTANCE MEASURING EQUIPMENT (DME) -
INSTALLATION - BFE ROCKWELL INTERNATIONAL
CORP (SCANNING)
STATUS: ACCEPT

3457CG3092                                                      NC
AUTOMATIC DIRECTION FINDER (ADF) CONTROL
PANEL - INSTALLATION - BFE GABLES
ENGINEERING INC
STATUS: ACCEPT

3457CG3106                                                      NC
AUTOMATIC DIRECTION FINDER (ADF) -
INSTALLATION - BFE ROCKWELL INTERNATIONAL
CORP
STATUS: ACCEPT

3458CG3085                                                 [XXXXX]
GLOBAL POSITIONING SYSTEM (GPS) -
INSTALLATION - HONEYWELL INC - 737-700
STATUS: ACCEPT



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<PAGE>


Attachment B to
6-1162-JDR-426   Page 10

                                                              PRICE
                                                            PER A/P
                                                          1995$ PER
    CR /  TITLE                                           A/P PRICE
======================================================= ===========


3458CH3098                                                 [XXXXX]
GLOBAL POSITIONING SYSTEM (GPS) -
INSTALLATION - PARTIAL PROVISIONS FOR
737-700
STATUS: ACCEPT

3461CG3403                                                      NC
BUYER FURNISHED NAVIGATION DATA BASE
STATUS: ACCEPT

3461CG3424                                                      NC
FMC FLIGHT NUMBER ENTRY
STATUS: ACCEPT

3461CG3425                                                      NC
FMC TEMPERATURE SELECTION - DEGREES F
DEFAULT
STATUS: ACCEPT

3461CG3433                                                      NC
FMS BUILT-IN TEST EQUIPMENT PRINTER
RECEPTACLE
STATUS: ACCEPT

3461CG3498                                                 [XXXXX]
FMC - ACTIVATION - 1 MEG NAVIGATION DATA
BASE
STATUS: ACCEPT

3461CG3521                                                  [XXXX]
PORTABLE DATA LOADER CONNECTOR -
INSTALLATION
STATUS: ACCEPT

3461CH3559                                                 [XXXXX]
FMC - ACTIVATION - QRH TAKEOFF SPEEDS
STATUS: ACCEPT

3461CH3562                                                  [XXXX]
FMC - ACTIVATION - RETENTION OF WAYPOINTS
AFTER DIRECT TO
STATUS: ACCEPT



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<PAGE>


Attachment B to
6-1162-JDR-426   Page 11

                                                              PRICE
                                                            PER A/P
                                                          1995$ PER
    CR /  TITLE                                           A/P PRICE
======================================================= ===========


3461CH3563                                                 [XXXXX]
FMC - ACTIVATION - SPEED AND ALTITUDE
INTERVENTION
STATUS: ACCEPT

3500CG3018                                                      NC
OXYGEN SYSTEM - ALL TUBING AND FITTINGS -
STAINLESS STEEL
STATUS: ACCEPT

3510CG3097                                                      NC
CREW OXYGEN CYLINDER - 76 CUBIC FEET
STATUS: ACCEPT

3510CG3102                                                      NC
CREW OXYGEN SYSTEM - CAPTAIN, FIRST
OFFICER, AND FIRST OBSERVER - BFE OXYGEN
MASK AND BFE SMOKE GOGGLES
STATUS: ACCEPT

3530CH3026                                                    [XX]
SMOKEHOOD ADDITION IN FLIGHT COMPARTMENT -
BFE - PURITAN BENNETT P/N 119003
STATUS: ACCEPT

5200CG3021                                                      NC
HOLD OPEN LOCK INSTALLATION - ENTRY AND
SERVICE DOORS - DOWN TO RELEASE
STATUS: ACCEPT

5320CG3026                                                      NC
FIVE POUND ALUMINUM UNDERSEAT FLOOR PANELS
FOR 737-700
STATUS: ACCEPT

7200CG3255                                                      IB
AIRPLANE PERFORMANCE: CFM56-7 ENGINES WITH
OPERATIONAL THRUST OF 24,000 LBS. FOR
737-700, -800
STATUS: ACCEPT

7200CG3281                                                      NC
SINGLE ANNULAR COMBUSTOR - CFM56-7 SERIES
ENGINES
STATUS: ACCEPT



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<PAGE>


Attachment B to
6-1162-JDR-426   Page 12

                                                              PRICE
                                                            PER A/P
                                                          1995$ PER
    CR /  TITLE                                           A/P PRICE
======================================================= ===========


7700CG3023                                                 [XXXXX]
ELECTRONIC CHIP DETECTOR - CFM56-7B ENGINES
STATUS: ACCEPT

7731CG3037                                                      NC
ENGINE VIBRATION MONITOR (EVM) SIGNAL
CONDITIONER - INSTALLATION - ENDEVCO
STATUS: ACCEPT

7731CG3038                                                  [XXXX]
ENGINE VIBRATION MONITORING (EVM) SYSTEM
WITH ON-BOARD ENGINE TRIM BALANCE
STATUS: ACCEPT

7900CG3028                                                      NC
LUBRICATING OIL - MOBIL JET II
STATUS: ACCEPT


     CR'S    92                                 TOTAL   [XXXXXXXX]




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<PAGE>


Attachment C to
6-1162-JDR-426   Page 1







                            AIRCRAFT PRICE ADJUSTMENT

                                     between

                               THE BOEING COMPANY

                                       and

                         WESTERN PACIFIC AIRLINES, INC.







                                737-700 Aircraft



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Attachment C to
6-1162-JDR-426   Page 2


                             PRICE ADJUSTMENT DUE TO
                              ECONOMIC FLUCTUATIONS
                            AIRCRAFT PRICE ADJUSTMENT
                                (1995 Base Price)


1.           Formula.

             The Aircraft  Price  Adjustment  will be  determined at the time of
Aircraft delivery in accordance with the following formula:

             Pa = (P)(L + M - 1)

             Where:

             Pa = Aircraft Price Adjustment.

             L =      .65 x  ECI
                            130.1

             M =      .35 x  ICI
                            123.6

             P        = Aircraft  Basic  Price (as set forth in  Article  3.2 of
                      this Agreement).

     ECI =            A value  using the  "Employment  Cost Index for workers in
                      aerospace manufacturing" (aircraft manufacturing, standard
                      industrial  classification code 3721,  compensation,  base
                      month and year June 1989 = 100), as released by the Bureau
                      of  Labor  Statistics,  U.S.  Department  of  Labor  on  a
                      quarterly basis for the months of March,  June,  September
                      and  December,   calculated  as  follows:   A  three-month
                      arithmetic  average  value  (expressed  as a  decimal  and
                      rounded to the nearest tenth) will be determined using the
                      months  set  forth in the table  below for the  applicable
                      Aircraft,  with the released  Employment  Cost Index value
                      described above for the month of March also being used for
                      the months of  January  and  February;  the value for June
                      also used for April and May; the value for September  also
                      used for July and August;  and the value for December also
                      used for October and November.

     ICI              = The  three-month  arithmetic  average  of  the  released
                      monthly values for the Industrial Commodities Index as set
                      forth in the "Producer  Prices and Price Index" (Base Year
                      1982 = 100)


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Attachment C to
6-1162-JDR-426   Page 3


                      as  released  by the  Bureau  of  Labor  Statistics,  U.S.
                      Department  of Labor  values  (expressed  as a decimal and
                      rounded to the nearest  tenth) for the months set forth in
                      the table below for the applicable Aircraft.

             In  determining  the value of L, the ratio of ECI  divided by 130.1
will be expressed as a decimal  rounded to the nearest  ten-thousandth  and then
multiplied  by .65 with the  resulting  value also  expressed  as a decimal  and
rounded to the nearest ten-thousandth.

             In  determining  the value of M, the ratio of ICI  divided by 123.6
will be expressed as a decimal  rounded to the nearest  ten-thousandth  and then
multiplied  by .35 with the  resulting  value also  expressed  as a decimal  and
rounded to the nearest ten-thousandth.

                                Months to be Utilized
Month of Scheduled              in Determining the
Aircraft Delivery               Value of ECI and ICI
------------------              --------------------
January                         June  B, July  B, Aug.  B
February                        July  B, Aug.  B, Sept. B
March                           Aug.  B, Sept. B, Oct.  B
April                           Sept. B, Oct.  B, Nov.  B
May                             Oct.  B, Nov.  B, Dec.  B
June                            Nov.  B, Dec.  B, Jan.  D
July                            Dec.  B, Jan.  D, Feb.  D
August                          Jan.  D, Feb.  D, Mar.  D
September                       Feb.  D, Mar.  D, Apr.  D
October                         Mar.  D, Apr.  D, May   D
November                        Apr.  D, May   D, June  D
December                        May   D, June  D, July  D

The following definitions of B and D will apply:

             B         =  The  calendar  year  before  the  year  in  which  the
                       scheduled  month of  delivery as set forth in Article 2.1
                       occurs.

             D         = The calendar year during which the  scheduled  month of
                       delivery as set forth in Article 2.1 occurs.

2. If at the time of delivery of an Aircraft  Boeing is unable to determine  the
Aircraft Price Adjustment  because the applicable values to be used to determine
the ECI and ICI have not been released by the Bureau of Labor Statistics, then:



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Attachment C to
6-1162-JDR-426   Page 4


             2.1     The Aircraft  Price  Adjustment,  to be used at the time of
delivery of each of the Aircraft, will be determined by utilizing the escalation
provisions  set  forth  above.  The  values  released  by the  Bureau  of  Labor
Statistics and available to Boeing 30 days prior to scheduled  Aircraft delivery
will be used to  determine  the ECI and ICI  values  for the  applicable  months
(including  those noted as  preliminary  by the Bureau of Labor  Statistics)  to
calculate the Aircraft Price Adjustment.  If no values have been released for an
applicable month, the provisions set forth in Paragraph 2.2 below will apply. If
prior to delivery of an Aircraft the U.S.  Department  of Labor changes the base
year for  determination of the ECI or ICI values as defined above,  such rebased
values will be incorporated in the Aircraft Price  Adjustment  calculation.  The
payment  by Buyer  to  Boeing  of the  amount  of the  Purchase  Price  for such
Aircraft,  as determined at the time of Aircraft delivery,  will be deemed to be
the payment for such Aircraft required at the delivery thereof.

             2.2     If prior to delivery of an Aircraft the U.S.  Department of
Labor  substantially  revises the methodology used for the  determination of the
values to be used to determine  the ECI and ICI values (in contrast to benchmark
adjustments or other  corrections  of previously  released  values),  or for any
reason has not released values needed to determine the applicable Aircraft Price
Adjustment,  the parties will, prior to delivery of any such Aircraft,  select a
substitute for such values from data published by the Bureau of Labor Statistics
or other similar data reported by non-governmental  United States organizations,
such substitute to lead in application to the same adjustment result, insofar as
possible,  as would have been  achieved by  continuing  the use of the  original
values  as  they  may  have  fluctuated   during  the  applicable  time  period.
Appropriate  revision  of the  formula  will be made as  required to reflect any
substitute  values.  However,  if within 24 months from delivery of the Aircraft
the Bureau of Labor  Statistics  should resume  releasing  values for the months
needed to determine the Aircraft Price  Adjustment,  such values will be used to
determine any increase or decrease in the Aircraft  Price  Adjustment  from that
determined at the time of delivery of such Aircraft. Boeing will provide Buyer a
supplemental  invoice to reflect such increase in the Aircraft Price  Adjustment
or a supplemental  credit invoice to reflect such decrease in the Aircraft Price
Adjustment.

             2.3     In the event escalation provisions are made non-enforceable
or  otherwise  rendered  null  and  void  by any  agency  of the  United  States
Government,  the  parties  agree,  to the  extent  they may  lawfully  do so, to
equitably adjust the Purchase Price of any affected Aircraft to reflect an

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Attachment C to
6-1162-JDR-426   Page 5

allowance for increases or decreases in labor  compensation  and material  costs
occurring  since  February,  1995,  which  is  consistent  with  the  applicable
provisions of paragraph 1 of this Exhibit D.

3. For the  calculations  herein,  the  values  released  by the Bureau of Labor
Statistics and available to Boeing 30 days prior to scheduled  Aircraft delivery
will be used to  determine  the ECI and ICI  values  for the  applicable  months
(including  those noted as  preliminary  by the Bureau of Labor  Statistics)  to
calculate the Aircraft Price Adjustment.

Note:        Any  rounding of a number,  as required  under this  Exhibit D with
             respect to escalation of the Aircraft  price,  will be accomplished
             as follows:  if the first  digit of the portion to be dropped  from
             the number to be rounded is five or greater,  the  preceding  digit
             will be raised to the next higher number.


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<PAGE>