1947-2


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


Subject:          Letter Agreement No. 1947-2 to
                  Purchase Agreement No. 1947 --
                  Waiver of Aircraft Demonstration Flights


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 not defined herein have the same meaning as in the Agreement.

1.       Fuel Entitlement at Delivery.

         At the time of delivery of the Aircraft,  Boeing will provide to Buyer,
at no charge, 1,000 gallons of jet fuel.

2.       Waiver of Demonstration Flight.

         Notwithstanding  the provisions of the Agreement requiring the Aircraft
to be test flown prior to delivery for the purpose of demonstrating to Buyer the
functioning  of such Aircraft and its  equipment,  upon notice to Boeing 90 days
prior to the scheduled date of the Aircraft  delivery,  or as agreed between the
parties,  Buyer may waive such flight. With respect to each waived demonstration
flight, the following provisions will apply:




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Western Pacific Airlines, Inc.
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3.       Additional Fuel.

         Promptly  after  delivery  of the  Aircraft,  Boeing  will  load on the
Aircraft an amount of jet fuel which together with the 1,000 gallons provided at
delivery, equals a full tank of jet fuel.

4.       Reimbursement for Correction of Flight Discrepancies.

         4.1      Ferry Flight.

                  Except for  Aircraft to be used  promptly  after  delivery for
Boeing  flight crew training  provided to Buyer at or near Seattle,  Washington,
Boeing will  reimburse  Buyer for Buyer's  direct labor costs (as defined below)
and the cost of any material  (Correction  Costs) required to correct any flight
discrepancy  detected by Buyer while the Aircraft is being ferried from Seattle,
Washington,  to a location chosen by Buyer, to the extent such Correction  Costs
and labor costs are not covered under a warranty provided by Boeing or by any of
its  suppliers.  Within 90 days after the date of such ferry  flight  Buyer will
submit to Boeing's Director, Product Assurance Contracts, at Renton, Washington,
a  written  itemized  statement  describing  any  such  flight  discrepancy  and
indicating  the  Correction  Costs  incurred by Buyer for the correction of such
flight discrepancy.

         4.2      Training Flights.

                  If the Aircraft will be used  promptly  after its delivery for
Boeing  flight  crew  training  at or  near  Seattle,  Washington,  Boeing  will
reimburse Buyer for any Correction Costs, and for any charges by Boeing to Buyer
for labor  (Boeing  Labor  Charges)  required to correct any flight  discrepancy
which may be  detected by Buyer  during such flight crew  training to the extent
such  Correction  Costs and such Boeing  Labor  Charges are not covered  under a
warranty provided by Boeing or by any of its suppliers. Within 90 days after the
completion of such flight crew training, Buyer will submit to Boeing's Director,
Product Assurance Contracts, at Renton, Washington, a written itemized statement
describing any such flight  discrepancy and indicating the Correction  Costs and
Boeing  Labor  Charges  incurred  by Buyer  for the  correction  of such  flight
discrepancy.

         4.3      Definitions.

                  For  purposes  of  reimbursement  under  this  paragraph;  (i)
Buyer's  direct labor costs will be determined  using the Warranty Labor Rate in
effect  between  the  parties  as of the date such labor is  expended,  and (ii)
flight discrepancies mean any failure


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Western Pacific Airlines, Inc.
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or malfunction  of such Aircraft,  or the  accessories,  equipment,  systems and
parts  installed   therein  which  results  from  a  defect  in  such  Aircraft,
accessories,  equipment,  systems  and parts or a  nonconformance  to the Detail
Specification for such Aircraft which was present at the time of delivery of the
Aircraft  to  Buyer  and  which,  if  detected   during  a  Boeing   predelivery
demonstration flight, would have been reported in the pilot's flight discrepancy
report and would have been  corrected  by Boeing  prior to the  delivery of such
Aircraft to Buyer.

5.       Return of Aircraft.

         If any flight  discrepancy as defined above is detected by Buyer during
the ferry flight of any Aircraft,  which requires the return of such Aircraft to
Boeing's facilities at Seattle,  Washington,  for correction by Boeing, title to
and risk of loss of such Aircraft will at all times remain with Buyer and Boeing
will have such  responsibility  for such  Aircraft  while it is on the ground at
Boeing's Seattle, Washington, facilities as is chargeable by law to a bailee for
mutual benefit, but Boeing will not be chargeable for loss of use.


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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