BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT

                                     between

                               THE BOEING COMPANY

                                       and

                         WESTERN PACIFIC AIRLINES, INC.





                   Exhibit E to Purchase Agreement Number 1947




P.A. No. 1947                          E
K/WPA

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                  BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT

                                      Dated

                                   Relating to

                            BOEING MODEL 737 AIRCRAFT





                  This Buyer Furnished Equipment  Provisions Document is Exhibit
E to and forms a part of Purchase Agreement No. 1947, between The Boeing Company
(Boeing) and Western Pacific Airlines,  Inc. (Buyer) relating to the purchase of
Boeing Model 737-300 aircraft.



P.A. No. 1947                          E
K/WPA                                 (I)


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BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT


1.       General.

   
         Certain  equipment  to be  installed  in the  Aircraft is  furnished to
Boeing  by Buyer  at  Buyer's  expense.  This  equipment  is  designated  "Buyer
Furnished  Equipment"  (BFE) and is listed in the  Detail  Specification.  On or
before  October  1,  1996,  Boeing  will  provide  to  Buyer a BFE  Requirements
On-Dock/Inventory  Document (BFE Document) or an electronically  transmitted BFE
Report which may be periodically revised,  setting forth the items,  quantities,
on-dock dates and shipping instructions relating to the in sequence installation
of BFE. For planning  purposes,  a preliminary BFE on-dock schedule is set forth
in the attachment to this Exhibit.
    

2.       Supplier Selection.

         Buyer will:

         2.1      Select and notify Boeing of the suppliers of the
following BFE items by the following dates:

                  Galley System
   
                  Complete
    

                  Seats (passenger)
   
                  Complete
    

         2.2     Meet with Boeing and such selected BFE suppliers promptly after
such selection to:

                  2.2.1  complete BFE configuration design requirements for such
BFE; and

                  2.2.2  confirm   technical  data   submittal  dates  for   BFE
certification.

3.       Buyer's Obligations.

         Buyer will:

         3.1      comply   with  and  cause  the  supplier  to  comply  with the
provisions of the BFE Document or BFE Report;

                  3.1.1  deliver  technical  data  (in  English)  to  Boeing  as
required to support  installation  and FAA  certification in accordance with the
schedule  provided by Boeing or as  mutually  agreed upon during the BFE meeting
referred to above;


P.A. No. 1947                          E-1
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                  3.1.2 deliver BFE including  production and/or flight training
spares  to  Boeing in  accordance  with the  quantities  and  schedule  provided
therein; and

                  3.1.3 deliver appropriate  quality assurance  documentation to
Boeing  as  required  with  each BFE part  (D6-56586,  "BFE  Product  Acceptance
Requirements");

         3.2     authorize  Boeing to discuss  all  details of the BFE  directly
with the BFE suppliers;

         3.3     authorize Boeing to conduct or delegate to the supplier quality
source  inspection  and  supplier  hardware  acceptance  of BFE at the  supplier
location;

                  3.3.1  require  supplier's  contractual  compliance  to Boeing
defined  source   inspection  and  supplier   delegation   programs,   including
availability of adequate facilities for Boeing resident personnel; and

                  3.3.2  assure  that   Boeing  identified   supplier's  quality
systems be approved to Boeing document D1-9000;

         3.4      rovide  necessary  field  service  representation  at Boeing's
facilities  to support  Boeing on all issues  related  to the  installation  and
certification of BFE;

         3.5     deal directly with all BFE suppliers to obtain  overhaul  data,
provisioning  data,  related  product  support  documentation  and any  warranty
provisions applicable to the BFE;

         3.6     work closely  with Boeing and the BFE  suppliers to resolve any
difficulties, including defective equipment, that arise;

         3.7     be responsible for modifying,  adjusting and/or calibrating BFE
as required for FAA approval and for all related expenses;

         3.8     warrant that the BFE will meet the  requirements  of the Detail
Specification; and

         3.9     be responsible for providing equipment which is FAA certifiable
at time of Aircraft  delivery,  or for  obtaining  waivers  from the  applicable
regulatory agency for non-FAA certifiable equipment.

4.       Boeing's Obligations.

         Other than as set forth below, Boeing will provide for the installation
of and install the BFE and obtain  certification  of the  Aircraft  with the BFE
installed.


P.A. No. 1947                          E-2
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5.       Nonperformance by Buyer.

         If Buyer's  nonperformance of obligations in this Exhibit or in the BFE
Document  causes a delay in the  delivery of the  Aircraft  or causes  Boeing to
perform  out-of-sequence or additional work, Buyer will reimburse Boeing for all
resulting  expenses  and be deemed to have  agreed to any such delay in Aircraft
delivery. In addition Boeing will have the right to:

         5.1      rovide and install specified  equipment or suitable  alternate
equipment and increase the price of the Aircraft accordingly; and/or

         5.2      deliver the Aircraft to Buyer without the BFE installed.

6.       Return of Equipment.

         BFE  not  installed  in the  Aircraft  will be  returned  to  Buyer  in
accordance with Buyer's instructions and at Buyer's expense.

7.       Title and Risk of Loss.

         Title to and risk of loss of BFE will at all times remain with Buyer or
other owner. Boeing will have only such liability for BFE as a bailee for mutual
benefit would have, but will not be liable for loss of use.

8.       Indemnification of Boeing.

         Buyer hereby indemnifies and holds 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 any Aircraft,  arising out of or in any way connected  with
any  nonconformance  or defect in any BFE and  whether or not arising in tort or
occasioned in whole or in part by the active,  passive or imputed  negligence of
Boeing.  This  indemnity  will not apply with respect to any  nonconformance  or
defect caused solely by Boeing's installation of the BFE.

9.       Patent Indemnity.

         Buyer hereby indemnifies and holds harmless Boeing from and against all
claims, suits, actions, liabilities, damages and costs arising out of any actual
or alleged  infringement of any patent or other intellectual  property rights by
BFE or arising out of the installation, sale or use of BFE by Boeing.



P.A. No. 1947                          E-3
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10.      Definitions.

         For the purposes of the above  indemnities,  the term "Boeing" includes
The Boeing Company, its divisions, subsidiaries and affiliates, the assignees of
each, and their directors, officers, employees and agents.



P.A. No. 1947                          E-4
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Attachment A to
Exhibit E



                             BOEING MODEL + AIRCRAFT


Item                                             Preliminary On-Dock Dates


   
                                             May 1997                   May 1997
    
                                             Aircraft                   Aircraft
                                             --------                   --------
Seats                                        3/14/97                    3/18/97

Galleys                                      3/10/97                    3/12/97

Electronics                                  3/ 5/97                    3/ 5/97

Furnishings                                  3/ 3/97                    3/ 7/97



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



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