6-1162-JDR-398
                                                   (CONFIDENTIALITY REQUESTED)

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

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


Subject:          Letter Agreement No. 6-1162-JDR-398 to
                  Purchase Agreement No. 1947 --
                  Customer Support 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.       Training Entitlement Flexibility.

         In the event Buyer chooses to forego all or part of the  Maintenance or
Flight Training  entitlements  contemplated in Part A and Part C of Exhibit C of
the  Agreement,   Buyer  will  have  the  right  to  select  alternative  Boeing
Maintenance  or  Flight  Training  services  up  to  the  value  of  the  unused
entitlements.  The selection of such alternative Boeing services will be subject
to availability  and mutually agreed  scheduling.  Selection of such alternative
Boeing  services  will be mutually  agreed upon prior to or during the  planning
conferences  contemplated  in paragraph 2 of Part A and paragraph 2 of Part C of
Exhibit C of the Agreement, unless otherwise agreed.

2.       Full Flight Simulator Data.

         Boeing  agrees to provide  Buyer a credit  memorandum  in the amount of
[XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX],  specified in 1995 dollars
subject  to  escalation,  which may only be  applied  by Buyer  against  Buyer's
purchase  from Boeing of a Model 737 full flight  simulator  data  package.  The
price for such data  package  will be  Boeing's  then-current  price at the time
Buyer  issues a purchase  order for the data  package and the  purchase  will be
subject to Boeing's  then-current  terms and conditions for the purchase of such
data packages.



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



<PAGE>


Western Pacific Airlines, Inc.
6-1162-JDR-398   Page 2


3.       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                                                               SA-1
K/WPA



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