Western Pacific Airlines, Inc.
6-1162-JDR-400   Page 1




6-1162-JDR-400


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


Subject:     Letter Agreement No. 6-1162-JDR-400 to
             Purchase Agreement No. 1947 --
             Miscellaneous 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.           Notice of Delivery Date.

             Boeing and Buyer agree that  Article 2.3 is hereby  revised to read
as follows:

             2.3          Notice of  Delivery  Date.  Boeing  will give Buyer at
least 15 days  notice  of the  delivery  date of the  Aircraft.  If an  Aircraft
delivery  is delayed  beyond such  delivery  date due to the  responsibility  of
Buyer,  Buyer will reimburse Boeing for all costs incurred by Boeing as a result
of such delay,  including  reasonable  amounts for  storage,  insurance,  Taxes,
preservation or protection of the Aircraft and interest on payments due.

2.           Bill of Sale.

             Boeing and Buyer agree that  Article 2.6 is hereby  revised to read
as follows:

             2.6          Bill of Sale. Upon delivery of an Aircraft Boeing will
deliver to Buyer,  or to such other entity as Buyer directs in  accordance  with
Article 10 hereof,  a bill of sale  conveying to Buyer or such other entity good
title  to such  Aircraft,  free and  clear of all  liens,  claims,  charges  and
encumbrances of every kind whatsoever,  and such other  appropriate  document of
title that Buyer reasonably requests.


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3.           Taxes.

             Boeing and Buyer agree that  Article 4.1 is hereby  revised to read
as follows:

             4.1          Taxes.  Buyer  will  pay  all  Taxes  imposed  by  any
domestic or foreign taxing  authority  arising out of or in connection with this
Agreement or performance pursuant to it. In this Agreement,  "Taxes" are defined
as all taxes,  fees,  charges or duties and any interest,  penalties,  fines, or
other additions to tax (other than any such penalties,  fines, interest or other
additions  arising  from the failure of Boeing to pay any such taxes in a timely
manner,  fees, charges or duties which it has reason to believe are applicable),
including,  but not limited to, sales, use, value added, gross receipts,  stamp,
excise,  transfer  and similar  taxes,  except  U.S.  federal  income  taxes and
Washington State business and occupation tax imposed on Boeing.

4.           Claims Made Against Boeing.

             Boeing and Buyer  agree  that  Article  4.4 is hereby  added to the
Agreement to read as follows:

             4.4          Claims Made Against  Boeing.  If claim is made against
Boeing for any such Taxes,  Boeing shall promptly  notify Buyer. If requested by
Buyer in writing in a timely matter, Boeing shall, at Buyer's expense, take such
action as Buyer may  reasonably  direct  with  respect  to such  claim,  and any
payment  by Boeing of such  Taxes  shall be made  under  protest,  if protest is
necessary and proper. If payment is made, Boeing shall, at Buyer's expense, take
such action as Buyer may reasonably direct to recover such payment and shall, if
requested,  permit Buyer in Boeing's name to file a claim or prosecute an action
to recover such payment. If a refund is obtained by Boeing of all or any part of
such Taxes, Boeing shall pay Buyer the amount of any such refund.

5.           Excusable Delay.

             Boeing and Buyer agree that  Article 6.1 is hereby  revised to read
as follows:

             6.1          General. Boeing will not be liable for or be deemed to
be in default  under this  Agreement  on account of any delay in delivery of any
Aircraft or other  performance  hereunder arising out of causes such as: acts of
God; war,  armed  hostilities,  riots,  fires,  floods,  earthquakes  or serious
accidents;  governmental acts or failures to act affecting materials, facilities
or  Aircraft;   strikes  or  labor  troubles  causing  cessation,   slowdown  or
interruption of work; damage to

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an Aircraft; failure of or delay in transportation;  or inability, after due and
timely  diligence,  to procure  materials,  systems,  accessories,  equipment or
parts;  or arising  out of any other  cause to the extent it is beyond  Boeing's
control or not  occasioned by Boeing's fault or  negligence.  A delay  resulting
from such causes is referred to as an "Excusable Delay".

In the  event of any  Excusable  Delay,  Boeing  shall  use its best  reasonable
efforts to reduce the extent of such delay and to mitigate the results  thereof.
Promptly upon the occurrence of any event  hereunder which may result in a delay
in the delivery of an Aircraft, Boeing shall give notice thereof to Buyer, which
notice shall  identify such  occurrence  and specify  either the period of delay
which may  reasonably  be expected to result  therefrom,  or that such period of
probable delay is so uncertain as not to be susceptible of reasonable  estimate.
Thereafter,  Boeing  shall keep Buyer  advised of the status of such  delays and
shall furnish Buyer with reasonable  details  regarding such  occurrence.  It is
understood  that any such  Excusable  Delay shall not affect the Aircraft  Basic
Price  except  that  such  price  shall be  adjusted  for  changes  agreed  upon
subsequent to those changes  previously  covered by Change Order. The adjustment
due to economic  fluctuations  set forth in Exhibit D to this Agreement shall be
determined as of the original month of scheduled aircraft delivery as defined in
Article 2.1 of the Agreement for Aircraft so delayed.

6.           Anticipated Excusable Delay.

             Notwithstanding  the provisions of Article 6.2.1,  in the event (i)
Boeing  notifies Buyer that due to an Excusable  Delay,  delivery of an Aircraft
will be  delayed  more than 12 months  beyond  the  month in which  delivery  is
scheduled,  (ii) such notice does not  identify the revised  delivery  month for
such  Aircraft and (iii)  neither party  terminates  the  Agreement  pursuant to
Article 6.2.1,  then Boeing and Buyer agree that at such time as Boeing provides
written  notification to Buyer of the revised  delivery month for such Aircraft,
Buyer may  terminate  the  Agreement  with  respect to such  Aircraft  by giving
written  notice to Boeing  within 15 days  after  receipt  by Buyer of  Boeing's
notification of the revised delivery month.

7.           Future Changes to Article 6, Excusable Delay.

             If,   prior  to  delivery   of  Buyer's   last   Aircraft,   Boeing
substantially  changes the proforma  language of Article 6, Excusable  Delay, to
the benefit of its other customers with aircraft  delivering in the same general
time period as Buyer's Aircraft, Boeing will offer

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Buyer the same revised  provisions for inclusion in the  Agreement,  which Buyer
may accept or reject within thirty (30) days. If Buyer accepts Boeing's offer to
incorporate  revised  provisions,   then  the  Agreement  will  be  amended,  as
appropriate, to incorporate the revised provisions.

8.           FAA Manufacturer Changes.

             Notwithstanding  the  provisions  of Article 8.2,  Boeing agrees to
work  with  Buyer to  attempt  to lessen  the  impact  of  incorporation  of FAA
Manufacturer Changes.

9.           Aircraft Inspection and Flight.

             Boeing agrees to provide Buyer timely  standard  notice of Aircraft
manufacture, Aircraft inspection and Aircraft production flight schedules.

10.          Special Aircraft Test Requirements.

             Notwithstanding  the provisions of Article 9.5, in the event Boeing
deems that the tests  contemplated  by Article 9.5.2 are desired to be performed
using one of Buyer's  Aircraft,  Boeing will so advise  Buyer in advance of such
tests,  including all pertinent  particulars thereof, and obtain Buyer's consent
to conduct such tests.

11.          Predelivery Assignment.

             Notwithstanding  the  provisions  of Article  10,  with  respect to
predelivery  assignment of Buyer's rights and  obligations  under the Agreement,
Boeing  and Buyer  agree  that  Buyer  shall not  assign  any of its  rights and
obligations under the Agreement  relating to the purchase of any Aircraft to any
third party without Boeing's prior written consent.  Boeing agrees to discuss in
good  faith,  on a case by case  basis,  the terms and  conditions  under  which
predelivery assignment of Buyer's rights to a third party may be acceptable.

12.          Assignment.

             Boeing and Buyer  agree that  Article  10.1.1 and 10.1.3 are hereby
revised to read as follows:

                         10.1.1      Either  party may assign its  interest to a
corporation that (i) results from any merger or  reorganization of such party or
(ii) acquires or succeeds to substantially all the assets of such party;


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                         10.1.3      Boeing  may  assign  all or any part of its
rights and  obligations  under this Agreement to any wholly owned  subsidiary of
Boeing,  provided that Boeing will remain fully and solely  responsible to Buyer
for all obligations  and  liabilities as the seller of the Aircraft,  Buyer will
continue to deal  exclusively with Boeing and provided no action by Boeing shall
subject  Buyer to any  liability,  increase  in costs  (e.g.  Taxes) or diminish
rights Buyer would otherwise have absent such action.

13.          Exculpatory or Indemnity Clause in Post-Delivery
             Sale or Lease.

             Boeing and Buyer agree that Article 10.6 is hereby  revised to read
as follows:

             10.6        Exculpatory or Indemnity Clause in  Post-Delivery  Sale
or Lease.  If,  following  delivery of an  Aircraft,  Buyer sells or leases such
Aircraft and obtains from the  transferee  an  exculpatory  or indemnity  clause
protecting  Buyer,  Buyer will use best  reasonable  efforts to include the same
protection for Boeing.

14.          Termination.

             Boeing and Buyer  agree that  Article  11.1.1 is hereby  revised to
read as follows:

                         11.1.1      Ceases doing business as a  going  concern,
suspends all or substantially all its business operations,  generally  does  not
pay its debts, or admits in writing its inability to pay its debts; or

15.          Contributions Toward Third-Party Damage.  Boeing  and  Buyer  agree
that Article 12.6 is hereby added to the Agreement to read as follows:

             12.6        Contributions  Toward  Third-Party  Damage.  Claims  by
Buyer  against  Boeing for  contribution  toward  third-party  bodily  injury or
property  damage claims,  to the extent of Boeing's  relative  percentage of the
total fault or other legal  responsibility  of all persons  causing  such bodily
injuries or property damage, are excepted from the terms of this Article 12.2.

16.          Warranty Remedies.

             Boeing and Buyer agree that Exhibit B, Part A,  paragraphs  5.1 and
5.2 are hereby revised to read as follows:

             5.1         As  to  a  defect   in   conformance   to  the   Detail
Specification,  the  correction  at Boeing's  expense of such defect;  provided,
however, that Boeing

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will not be  obligated  to correct any defect that Boeing and Buyer agree has no
material  adverse effect on the  maintenance,  use or operation of the Aircraft.
The warranty period for the corrected item will be the unexpired warranty period
for the defective item.

             5.2         As to a defect  in  material  or  workmanship,  (i) the
repair at Boeing's expense of such defect or, (ii) with Buyer's concurrence, the
replacement of such item with a similar item free from defect or the issuance of
a credit  memorandum to reimburse  Buyer for a spare part  previously  purchased
from Boeing as the  replacement for such defective item. The warranty period for
either correction will be the unexpired warranty period for the defective item.

17.          Returned Warranty Items.

             Boeing and Buyer agree that Exhibit B, Part A,  paragraph  6.1.2 is
hereby revised to read as follows:

                         6.1.2       All  warranty  work  will be  performed  at
Boeing's   expense,   with  best   reasonable   efforts  to  minimize   Aircraft
out-of-service  time.  In  addition,  Boeing will  reimburse  Buyer by issuing a
credit  memorandum  for the cost of  fuel,  oil and  landing  fees  incurred  in
ferrying the Aircraft to Boeing's  facilities  and in ferrying the Aircraft back
to Buyer's facilities. Buyer will minimize the length of both ferry flights.

18.          Warranty Reimbursement.

             Boeing and Buyer  agree  that  Exhibit  B, Part B,  paragraph  5 is
hereby revised to read as follows:

             Reimbursement.

             Upon approval of Buyer's claim for  reimbursement,  Boeing will use
reasonable  efforts to reimburse Buyer within thirty days of approval by issuing
a credit memorandum as follows:

19.          Service Life Policy.

             Boeing and Buyer  agree  that  Exhibit  B, Part C,  paragraph  2 is
hereby revised to read as follows:

             Service Life Policy.

             If a Failure occurs in any Covered  Component  within the following
periods,  Boeing will promptly,  at a price calculated  pursuant to this Policy,
either (i) design and furnish to Buyer materials  required to correct the Failed
Component (including Boeing designed

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standard parts but excluding  other industry  standard parts) or (ii) furnish to
Buyer a replacement Covered Component:

20.          Boeing Indemnity Against Patent Infringement.

             Boeing and Buyer agree that Exhibit B, Part D,  paragraphs  1, 3.1,
3.3 and 3.4 are hereby  revised to read as follows and  paragraph  3.6 is hereby
added to Exhibit B, Part D of the Agreement to read as follows:

             1.  Indemnity.

             Subject to the provisions of this Part D, Boeing will indemnify and
hold harmless Buyer from and against all claims,  suits,  actions,  liabilities,
damages and costs  (including  reasonable  attorney fees for efforts  reasonably
required in defense of claims covered by this  indemnity)  arising out of actual
or alleged infringement, by any Aircraft or any system, accessory,  equipment or
part (item) installed  thereon at the time of Aircraft  delivery,  of any patent
issued  under the laws of any  country  in which  Buyer  lawfully  operates  the
Aircraft (Country).

             3.1          Buyer must give Boeing  written  notice within 10 days
after Buyer  receives  formal notice of a suit or action  against Buyer alleging
infringement  or  within  30 days  after  Buyer  receives  a  written  claim  of
infringement.

             3.3          Buyer  will (i)  promptly  furnish to Boeing all data,
records and assistance (other than non-use of the allegedly  infringing Aircraft
or item) within  Buyer's  control which are material to any such claim,  suit or
action and (ii) (except as to amounts  mandated by a judgment)  obtain  Boeing's
prior approval to pay or assume any liabilities, damages, royalties or costs.

             3.4          Boeing's   obligations  and  Buyer's  remedies  herein
exclude Buyer's incidental or consequential damages and liabilities, costs, loss
of revenue or loss of profit resulting from loss of use, but include,  as Boeing
and Buyer may mutually agree,  replacing the infringing item or otherwise curing
any infringement on account of which use of the Aircraft by Buyer is prevented.

             3.6          Except  as  required  by  a  final  judgement  entered
against Buyer by a court of competent  jurisdiction,  Buyer will obtain Boeing's
written approval prior to paying, committing to pay, assuming any obligation, or
making any  material  concession  relative to any  infringement  covered by this
indemnity.


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21.          Boeing Indemnity Against Copyright Infringement.

             Boeing and Buyer agree that Exhibit B, Part D-1, paragraphs 1, 2.1,
2.4, 2.5, 2.7 and 2.8 are hereby revised to read as follows:

             1.  Indemnity.

             Subject to the following,  Boeing will indemnify Buyer with respect
to claims, suits, actions, liabilities,  damages and costs (including reasonable
attorney fees for efforts  reasonably  required in defense of claims  covered by
this indemnity)  arising out of actual or alleged copyright  infringement by any
computer  software  included  with  the  Aircraft  when  the  Aircraft  is first
delivered by Boeing (Aircraft Software).

             2.1          Boeing  will have no  obligation  to  indemnify  Buyer
relative to software  comprising,  contained in or included with Buyer Furnished
Equipment,  engines,  software not manufactured to Boeing's  detailed design, or
software  manufactured  to Boeing's  detailed  design without  Boeing's  written
authorization.

             2.4          Boeing  may, as Boeing and Buyer may  mutually  agree,
replace any  infringing  or  allegedly  infringing  Aircraft  Software  (or item
containing Aircraft Software) with a noninfringing  equivalent or otherwise cure
any infringement.

             2.5          Buyer must inform Boeing in writing (a) within 10 days
after Buyer  receives  formal  notice of a suit or other formal  action  against
Buyer alleging copyright infringement involving Aircraft Software and (b) within
30 days after Buyer  receives any allegation or claim in the nature of copyright
infringement involving Aircraft Software.

             2.7          Buyer  will  promptly  furnish  to  Boeing  all  data,
records and assistance (other than non-use of the allegedly  infringing Aircraft
or item)  within  Buyer's  possession  or control  which may be  material to any
copyright infringement claim, suit or action relating to Aircraft Software.

             2.8          Except  as  required  by  a  final  judgement  entered
against Buyer by a court of competent  jurisdiction,  Buyer will obtain Boeing's
written approval prior to paying, committing to pay, assuming any obligation, or
making any  material  concession  relative to any  infringement  covered by this
indemnity.


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22.          Supplier Warranties and Patent Indemnities.

             Boeing and Buyer agree that Exhibit B, Part E, paragraphs 1 and 3.2
are hereby revised to read as follows:

             1.          Supplier Warranties and Supplier Patent
                         and Copyright Indemnities.

             Boeing will use diligent efforts to obtain adequate  warranties and
indemnities against patent and copyright infringement  enforceable by Buyer from
manufacturers (Suppliers) of systems, accessories,  equipment or parts installed
on the Aircraft at the time of delivery that were  purchased by Boeing,  but not
manufactured  to Boeing's  detailed  design.  Boeing will furnish copies of such
warranties  and patent and copyright  indemnities  to Buyer prior to delivery of
the first Aircraft.

             3.2          At Boeing's request,  Buyer will assign to Boeing, and
Boeing will be subrogated to, Buyer's rights against the manufacturer  providing
such Supplier  warranty but only to the extent required by Boeing to fulfill its
obligations hereunder.

23.          Boeing Interface Commitment.

             Boeing and Buyer  agree  that  Exhibit  B, Part G,  paragraph  3 is
hereby revised to read as follows:

             3.  Manufacturer Responsibility.

             If  Boeing  determines  that the  Interface  Problem  is  primarily
attributable  to the design of an item not  manufactured  to  Boeing's  detailed
design,  Boeing will assist  Buyer in  processing a warranty  claim  against the
manufacturer of such item.  Boeing will also take whatever  reasonable action is
permitted  by its  contract  with  such  manufacturer  in an  effort to obtain a
correction of such Interface Problem acceptable to Buyer.

24.          Maintenance Training.

             Boeing and Buyer agree that Exhibit C, Part A, paragraphs 1 and 5.3
are hereby revised to read as follows:

             1.  General.

             This Part  describes  the  maintenance  training  to be provided by
Boeing (Maintenance  Training) at Boeing's training facility at or near Seattle.
The Maintenance Training will be provided at no additional

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charge  to  Buyer,  except  as  otherwise  provided  herein.  If any part of the
Maintenance  Training  is not  used by  Buyer  prior  to  delivery  of the  last
Aircraft,  but in no event later than June 1, 1998, Boeing will not be obligated
to provide such  Maintenance  Training at a later date,  unless the parties have
otherwise agreed in writing.

All  instruction,  examinations and materials shall be prepared and presented in
the English language and in the units of measure used by Boeing.

Buyer will be responsible  for the living expenses of Buyer's  personnel  during
Maintenance  Training.  For  Maintenance  Training  provided at or near Seattle,
Boeing will  transport  Buyer's  personnel  between  their local lodging and the
training facility.

             5.3          Buyer will provide or reimburse  Boeing for round-trip
transportation  for Boeing's  instructors and training materials between Seattle
and such alternate training site.

25.          Flight Training.

             Boeing and Buyer agree that Exhibit C, Part C, paragraphs 1 and 4.3
are hereby revised to read as follows:

             1.  General.

             This Part  describes  the flight  training to be provided by Boeing
(Flight Training) at or near Seattle, or at some other location to be determined
pursuant to this Part.  The Flight  Training  will be provided at no  additional
charge to Buyer,  unless otherwise  specified  herein. If any part of the Flight
Training is not used by Buyer prior to delivery of the last Aircraft,  but in no
event later than June 1, 1998,  Boeing  will not be  obligated  to provide  such
Flight  Training  at a later date unless the parties  have  otherwise  agreed in
writing.

All  instruction,  examinations  and materials will be prepared and presented in
the English language and in the units of measure used by Boeing.

Buyer will be responsible  for living expenses of Buyer's  personnel  during the
Flight Training Program. For Flight Training provided at or near Seattle, Boeing
will transport  Buyer's  personnel  between their local lodging and the training
facility.


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             4.3  Buyer  will  provide  or  reimburse   Boeing  for   round-trip
transportation  for Boeing's flight training  instructors and materials  between
Seattle and such alternate site.

26.          Technical Data and Documents.

             Boeing and Buyer  agree that  Exhibit C, Part D,  paragraph  2.1 is
hereby revised to read as follows:

             2.1 The data and documents provided by Boeing under Exhibit C, Part
D  of  the  Agreement   ("Documents")   are  licensed  to  Buyer.  They  contain
confidential,  proprietary and/or trade secret information  belonging to Boeing;
and Buyer will  treat  them in  confidence  and use and  disclose  them only for
Buyer's own internal purposes as specifically  authorized herein. If Buyer makes
copies of any Documents, the copies will also belong to Boeing and be treated as
Documents under this Agreement.  Buyer will preserve all restrictive legends and
proprietary notices on all Documents and copies.

27.          Disclosure of Detail Specification.

             Boeing and Buyer agree that Boeing Detail Specification D6-38604-28
will be treated as  confidential  and Buyer will not,  without the prior written
consent  of  Boeing,  disclose  such  Detail  Specification  or any  information
contained therein to any other person or entity except as may be required by (i)
applicable law or governmental regulations, or (ii) for financing the Aircraft.

28.          Payment of Advance Payments.

             Notwithstanding  the  provisions of Article 5, as amended by Letter
Agreement  6-1162-JDR-395,  Boeing and Buyer agree that payment of those Advance
Payments due upon signing of the  Agreement  will be made by Buyer no later than
September 6, 1996.

29.          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

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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

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