1947K/WPAWestern Pacific Airline                   (CONFIDENTIALITY REQUESTED)

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






                               PURCHASE AGREEMENT

                                     between

                               THE BOEING COMPANY

                                       and

                         WESTERN PACIFIC AIRLINES, INC.






                    Relating to Boeing Model 737-300 Aircraft

                         Purchase Agreement Number 1947


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                                TABLE OF CONTENTS

                                                                  Page     SA
                                                                 Number   Number
                                TABLE OF CONTENTS

                                                                  Page     SA
                                                                 Number   Number

ARTICLES

1.  Subject Matter of Sale.........................................1-1     SA-1

2.  Delivery, Title and Risk
    of Loss........................................................2-1     SA-1

3.  Price of Aircraft..............................................3-1     SA-1

4.  Taxes..........................................................4-1

5.  Payment........................................................5-1

6.  Excusable Delay................................................6-1

7.  Changes to the Detail
    Specification..................................................7-1

8.  Federal Aviation Requirements and
    Certificates and Export License................................8-1

9.  Representatives, Inspection,
    Flights and Test Data..........................................9-1

10. Assignment, Resale or Lease...................................10-1

11. Termination for Certain Events................................11-1

12. Product Assurance; Disclaimer and
    Release; Exclusion of Liabilities;
    Customer Support; Indemnification
    and Insurance.................................................12-1

13. Buyer Furnished Equipment and
    Spare Parts...................................................13-1

14. Contractual Notices and Requests..............................14-1

15. Miscellaneous.................................................15-1

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                                TABLE OF CONTENTS


                                                                            SA
                                                                          Number

EXHIBITS


A      Aircraft Configuration.............................................

B      Product Assurance Document.........................................

C      Customer Support Document..........................................

D      Price Adjustments Due to
       Economic Fluctuations -
       Airframe and Engines...............................................

E      Buyer Furnished Equipment
       Provisions Document................................................

F      Defined Terms Document.............................................


LETTER AGREEMENTS


1947-1  Disclosure of Confidential
        Information........................................................

1947-2  Waiver of Aircraft Demonstration
        Flights............................................................

1947-3  Seller Purchased Equipment.........................................

1947-4  Spare Parts Support for Flight
        Training...........................................................



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                                TABLE OF CONTENTS


                                                                            SA
                                                                          Number

RESTRICTED LETTER AGREEMENTS


6-1162-JDR-393   Aircraft Performance Guarantees.............................

6-1162-JDR-394   Certain Contractual Matters.................................

6-1162-JDR-395   Advance Payment Matters....................................SA-1

6-1162-JDR-396   Escalation Matters..........................................

6-1162-JDR-397   Promotion Support...........................................

6-1162-JDR-398   Customer Support Matters...................................SA-1

6-1162-JDR-399   Configuration Matters......................................SA-1

6-1162-JDR-400   Miscellaneous Matters.......................................

6-1162-JDR-401   Product Assurance Matters...................................

6-1162-JDR-418   Board of Directors Approval.................................



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<PAGE>


                           PURCHASE AGREEMENT NO. 1947

                                   Relating to

                          BOEING MODEL 737-300 AIRCRAFT




             This Agreement is entered into as of August 21, 1996 by and between
The  Boeing  Company,  a  Delaware  corporation,  with its  principal  office in
Seattle,  Washington  (Boeing),  and Western Pacific  Airlines,  Inc. a Delaware
corporation, with its principal office in Colorado Springs, Colorado (Buyer).


Accordingly, Boeing and Buyer agree as follows:



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ARTICLE 1.   Subject Matter of Sale.

             1.1 The Aircraft.  Boeing will manufacture and deliver to Buyer and
Buyer will  purchase  and accept  delivery  from Boeing of six (6) Boeing  Model
737-300  aircraft (the Aircraft)  manufactured  in accordance with Boeing detail
specification  D6-38604-28  dated as of even  date  herewith,  as  described  in
Exhibit  A, as  modified  from time to time in  accordance  with this  Agreement
(Detail Specification).

             1.2 Additional  Goods and Services.  In connection with the sale of
the Aircraft,  Boeing will also provide to Buyer certain other things under this
Agreement, including data, documents, training and services, all as described in
this Agreement.

             1.3 Performance  Guarantees.  Any performance guarantees applicable
to the Aircraft will be expressly included in this Agreement.  Where performance
guarantees  are  included  in  this  Agreement  other  than  within  the  Detail
Specification,  such  guarantees  will be treated as being  incorporated  in the
Detail Specification by this reference.

             1.4 Defined  Terms.  For ease of use,  certain terms are treated as
defined terms in this Agreement. Such terms are identified with a capital letter
and set forth and/or defined in Exhibit F.


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ARTICLE 2.   Delivery, Title and Risk of Loss.

             2.1 Time of Delivery.  The  Aircraft  will be delivered to Buyer by
Boeing,  and Buyer will accept delivery of the Aircraft,  in accordance with the
following schedule:

             Month and Year
               of Delivery                           Quantity of Aircraft
             --------------                          --------------------
             May 1997                                         Two (2)
             June 1997                                        Two (2)
             November 1997                                    One (1)
             December 1997                                    One (1)

             2.2 Notice of Target  Delivery Date.  Boeing will give Buyer notice
of the Target Delivery Date of the Aircraft  approximately  30 days prior to the
scheduled month of delivery.

             2.3 Notice of Delivery Date. Boeing will give Buyer at least 7 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 amounts for storage,  insurance,  Taxes, preservation or protection of
the Aircraft and interest on payments due.

             2.4 Place of Delivery. The Aircraft will be delivered at a facility
selected by Boeing in the State of Washington, unless mutually agreed otherwise.

             2.5  Title  and  Risk  of  Loss.  Title  to and  risk of loss of an
Aircraft will pass from Boeing to Buyer upon delivery of such Aircraft,  but not
prior thereto.

             2.6 Bill of Sale.  Upon delivery of an Aircraft Boeing will deliver
to  Buyer a bill of sale  conveying  good  title to such  Aircraft,  free of any
encumbrances.


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ARTICLE 3.   Price of Aircraft.

             3.1 Definitions.

             3.1.1 Special  Features are the features  incorporated in Exhibit A
which have been selected by Buyer.

             3.1.2 Base Airframe Price is the Aircraft Basic Price excluding the
price of Special Features and Engines.

             3.1.3  Engine  Price is the price set forth  below and in Exhibit D
established by the Engine manufacturer for the Engines installed on the Aircraft
including all accessories, equipment and parts.

             3.1.4 Aircraft Basic Price is comprised of the Base Airframe Price,
the Engine Price and the price of the Special Features.

             3.1.5 Economic  Price  Adjustment is the adjustment to the Aircraft
Basic Price (Base Airframe,  Engine and Special Features) as calculated pursuant
to Exhibit D.

             3.2 Aircraft Basic Price.

             The Aircraft  Basic Price,  expressed in July 1995 dollars,  is set
forth below:

              Base Airframe Price:                           [XXXXXXXXX]
              Special Features                               [XXXXXXXXX]
              Engine Price                                   [XXXXXXXXX]

              Aircraft Basic Price                           [XXXXXXXXX]


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             3.3 Aircraft  Price.  The Aircraft Price will be established at the
time of delivery of such Aircraft to Buyer and will be the sum of:

             3.3.1 the Aircraft  Basic  Price,  which is [XXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX];
plus

             3.3.2 the Economic Price  Adjustments for the Aircraft Basic Price,
as calculated pursuant to the formulas set forth in Exhibit D (Price Adjustments
Due to Economic Fluctuations - Airframe and Engine); plus

             3.3.3 other price  adjustments  made pursuant to this  Agreement or
other written agreements executed by Boeing and Buyer.

             3.4 Advance Payment Base Price.

             3.4.1 Advance Payment Base Price. For advance payment purposes, the
following estimated delivery prices of the Aircraft have been established, using
currently available forecasts of the escalation factors used by Boeing as of the
date of signing this Agreement.  The Advance Payment Base Price of each Aircraft
is set forth below:

             Month and Year of                   Advance Payment Base
             Scheduled Delivery                   Price per Aircraft
             ------------------                  --------------------
             May 1997                                 [XXXXXXXXX]
             June 1997                                [XXXXXXXXX]
             November 1997                            [XXXXXXXXX]
             December 1997                            [XXXXXXXXX]



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<PAGE>





ARTICLE 4.   Taxes.

             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, 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.

             4.2  Taxes  Relating  to  Buyer  Furnished   Equipment.   Buyer  is
responsible for the proper filing of all tax returns,  reports and  declarations
and payment of all taxes related to or imposed on Buyer Furnished Equipment.

             4.3 Reimbursement of Boeing.  Buyer will promptly  reimburse Boeing
on demand,  net of additional  taxes thereon,  for any Taxes that are imposed on
and paid by Boeing or for which Boeing is responsible for collecting.



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ARTICLE 5.   Payment.

             5.1 Advance  Payment  Schedule.  Advance  payment for each Aircraft
will be made to Boeing by Buyer as follows:

Due Date of Payment                                   Amount Due per Aircraft
------------------                                    -----------------------
                                                         (Percentage times
                                                     Advance Payment Base Price)

Upon signing the Agreement                                   1% (less the
                                                               Deposit)

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

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

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

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

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

6 months prior to the first                                  5%
day of the scheduled delivery
month of such Aircraft
                                                            ----
              Total                                          30%


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             5.2 Payment at Delivery.  The Aircraft Price, less Advance Payments
received by Boeing, is due on delivery of such Aircraft to Buyer.

             5.3 Form of Payments. All payments due under this Article 5 will be
made by Buyer to Boeing by unconditional deposit in a bank account in the United
States designated by Boeing or in other immediately  available funds. All prices
and payments set forth in this Agreement are in United States Dollars.

             5.4 Monetary and Government Regulations.  Buyer will be responsible
for complying with all monetary control  regulations and for obtaining necessary
governmental authorizations related to payments hereunder.


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<PAGE>





ARTICLE 6.   Excusable Delay.

             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 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".

             6.2 Excusable Delay of 12 Months.

             6.2.1  Anticipated  Delay.  If  Boeing  concludes,   based  on  its
appraisal  of  the  facts  and  normal  scheduling  procedures,  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,  Boeing will promptly so notify
Buyer in writing and either party may then terminate this Agreement with respect
to such  Aircraft  by giving  written  notice to the other  within 15 days after
receipt  by Buyer of  Boeing's  notice.  Failure  of a party  to  terminate  the
purchase of an  Aircraft  for an  Excusable  Delay  pursuant  to this  paragraph
results in a waiver of that  party's  right to  terminate  the  purchase of such
Aircraft for any delay in delivery caused by such Excusable Delay.

             6.2.2 Actual Delay. If, due to an Excusable  Delay,  delivery of an
Aircraft is delayed for more than 12 months  beyond the month in which  delivery
is scheduled,  and such right to terminate  has not been waived under  paragraph
6.2.1,  either party may terminate  this Agreement with respect to such Aircraft
by giving  written  notice to the other within 15 days after the  expiration  of
such 12-month period.

             6.3 Aircraft  Damaged  Beyond  Repair.  If,  prior to delivery,  an
Aircraft is destroyed or damaged beyond economic repair due to any cause, Boeing
will promptly  notify Buyer in writing and either party may then  terminate this
Agreement  with respect to such  Aircraft.  If Boeing does not so terminate this
Agreement with respect to such  Aircraft,  such notice will specify the earliest
date

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reasonably possible,  consistent with Boeing's other contractual commitments and
production  capabilities,  by which Boeing will deliver a  replacement  for such
Aircraft.  This Agreement will thereupon  terminate as to such Aircraft,  unless
Buyer gives  Boeing  written  notice,  within 30 days after  receipt of Boeing's
notice, that Buyer desires the proposed replacement for such Aircraft.

             6.4 Agreement Revision.  If an Aircraft is delayed, or destroyed or
damaged beyond economic repair, and this Agreement is not terminated pursuant to
this Article, this Agreement will be appropriately revised.

             6.5 Agreement Termination.

             6.5.1 Termination under this Article will discharge all obligations
and  liabilities  of Boeing  and Buyer  hereunder  with  respect  to  terminated
Aircraft and all related undelivered items and services, except that Boeing will
return  to  Buyer,  without  interest,  all  advance  payments  related  to such
Aircraft,

             6.5.2 If either party  terminates this Agreement as to any Aircraft
pursuant to this  Article,  Boeing may,  upon written  notice to Buyer within 30
days after such termination,  purchase from Buyer any Buyer Furnished  Equipment
related to such Aircraft,  at the invoice prices paid, or contracted to be paid,
by Buyer.

             6.6  Exclusive  Rights.  The  termination  rights set forth in this
Article  are in  substitution  for any and all other  rights of  termination  or
contract  lapse or any other  claim  arising  by  operation  of law by virtue of
delays in performance covered by this Article.


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ARTICLE 7.   Changes to the Detail Specification.

             7.1 Development Changes. Boeing may, at its own expense and without
Buyer's consent, incorporate Development Changes in the Detail Specification and
the  Aircraft  prior to  delivery to Buyer.  Development  Changes are defined as
changes to the basic specification for Model 737-300 aircraft that do not affect
the Aircraft  Purchase Price or adversely affect Aircraft  delivery,  guaranteed
weight,  guaranteed  performance or compliance  with the  interchangeability  or
replaceability  requirements  set forth in the Detail  Specification.  If Boeing
makes changes  pursuant to this paragraph,  Boeing will promptly notify Buyer of
such changes.

             7.2  Change  Orders.   The  Detail   Specification  and  associated
provisions of this Agreement may be amended by mutual  agreement by Change Order
or other  written  agreement  executed  by the  parties,  which  will  state the
particular  changes to be made and any effect on  design,  performance,  weight,
balance, time of delivery, Aircraft Basic Price and Advance Payment Base Price.



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<PAGE>


ARTICLE 8.   Federal Aviation Requirements and
             Certificates.

             8.1 FAA Certificates.

             8.1.1 Boeing will obtain from the Federal  Aviation  Administration
(FAA):

             8.1.1.1 a Type Certificate  (transport category) issued pursuant to
Part 21 of the Federal Aviation  Regulations for the type of aircraft covered by
this Agreement, and

             8.1.1.2 a  Standard  Airworthiness  Certificate  for each  Aircraft
issued pursuant to Part 21 of the Federal  Aviation  Regulations,  which will be
provided to Buyer with delivery of the Aircraft.

             8.1.2 Boeing will not be obligated to obtain any other certificates
or approvals for the Aircraft.

             8.1.3 If the use of either FAA certificate is discontinued prior to
delivery of an  Aircraft,  references  in this  Agreement  to such  discontinued
certificate will be deemed references to its superseding FAA certificate. If the
FAA does not issue a superseding  certificate,  Boeing's only  obligation  under
this paragraph will be to comply with the Detail Specification.

             8.2 FAA Manufacturer Changes.

             8.2.1  If  the  FAA,  or  any  other  governmental   agency  having
jurisdiction,  requires  any  change  to  the  Aircraft,  data  relating  to the
Aircraft,   or  testing  of  the  Aircraft  in  order  to  obtain  the  Standard
Airworthiness  Certificate  (Manufacturer Change), such Manufacturer Change will
be made prior to delivery of such Aircraft.

             8.2.2  If prior to  Aircraft  delivery  a  Manufacturer  Change  is
required to be incorporated in an Aircraft, it will be incorporated at no charge
to Buyer,  unless the requirement is promulgated  subsequent to the date of this
Agreement, in which case Buyer will pay Boeing's

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<PAGE>


charge only for Aircraft scheduled for delivery to Buyer 18 months or more after
the date of this Agreement.

             8.3 FAA Operator Changes.

             8.3.1  Boeing  will  deliver  each  Aircraft  with the  changes  in
equipment   incorporated  (or,  at  Boeing's  sole  discretion,   with  suitable
provisions for the  incorporation of such equipment) that is required by Federal
Aviation  Regulations  which  (i)  are  generally  applicable  with  respect  to
transport  category  aircraft to be used in United States certified air carriage
and (ii) have to be  complied  with on or before  the date of  delivery  of such
Aircraft (Operator Changes).

             8.3.2 If Operator  Changes are  incorporated in an Aircraft,  Buyer
will pay Boeing's charge applicable to such Aircraft.

             8.4 Delays;  Changes to this Agreement.  If delivery of an Aircraft
is delayed  due to the  incorporation  of a  Manufacturer  Change or an Operator
Change,  the delivery of the Aircraft will be  appropriately  revised to reflect
such delay. This Agreement will also be revised to reflect  appropriate  changes
in the  Aircraft  Price,  design,  performance,  weight and  balance  due to the
incorporation of a Manufacturer Change or an Operator Change.



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ARTICLE 9.   Representatives, Inspection,
             Flights and Test Data.

             9.1 Office Space at Boeing. From a date 12 months prior to delivery
of the first Aircraft, and until the delivery of the last Aircraft,  Boeing will
furnish,  without additional  charge,  suitable office space and equipment in or
conveniently  located near its plant in Seattle for the  accommodation  of up to
three (3) personnel of Buyer.

             9.2 Inspection by Buyer.  Designated  representatives  of Buyer may
inspect the manufacturing of the Aircraft at all reasonable times.  However,  if
access  to any  part of  Boeing's  plant  is  restricted  by the  United  States
Government,  Boeing will be allowed a reasonable  time to arrange for inspection
elsewhere.  All inspections by Buyer's  representatives  will be performed so as
not to hinder manufacture or performance by Boeing.

             9.3 Aircraft Flight. Prior to delivery, each Aircraft will be flown
by Boeing  for such  periods  as may be  required  to  demonstrate  to Buyer the
function  of  the  Aircraft  and  its  equipment  in  accordance  with  Boeing's
production flight test procedures.  The aggregate  duration of such flights will
be not less than 1-1/2 hours or more than 4 hours.  Five persons  designated  by
Buyer may participate in such flights as observers.

             9.4  Test  Data.   Boeing  will  furnish  to  Buyer,   as  soon  as
practicable,  flight test data  obtained  on an  aircraft of the type  purchased
hereunder,  certified  as correct by Boeing,  to  evidence  compliance  with any
performance  guarantees set forth in this Agreement.  Any Performance  Guarantee
will  be  deemed  to  be  met  if  reasonable  engineering  interpretations  and
calculations  based on such flight test data establish that the Aircraft  would,
if actually flown, comply with such guarantee.

             9.5 Special Aircraft Test Requirements. Boeing may use the Aircraft
for flight and ground tests prior to delivery to Buyer, without reduction in the
Aircraft Purchase Price, if such tests are deemed necessary by Boeing to:

             9.5.1  obtain  or  maintain  the  Type   Certificate   or  Standard
Airworthiness Certificate for the Aircraft; or

             9.5.2 evaluate aircraft improvement changes that may be offered for
production or retrofit incorporation in any aircraft.

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             9.6  Indemnity.  Boeing will  indemnify and hold harmless Buyer and
Buyer's  observers from and against all claims and liabilities,  including costs
and expenses  (including  attorneys'  fees) incident  thereto,  for injury to or
death of any person or  persons,  including  employees  of Boeing but  excluding
employees,  officers  or  agents  of  Buyer,  or for  loss of or  damage  to any
property,  arising out of or in  connection  with the  operation of the Aircraft
during all demonstration and test flights conducted under the provisions of this
Article, whether or not arising in tort or occasioned in whole or in part by the
negligence  of Buyer or any of Buyer's  observers,  whether  active,  passive or
imputed.


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ARTICLE 10.  Assignment, Resale or Lease.

             10.1 Assignment. This Agreement will inure to the benefit of and be
binding  upon each of the parties  hereto and their  respective  successors  and
assigns.  Neither the rights nor the duties of either party under this Agreement
may be assigned or delegated,  or  contracted  to be assigned or  delegated,  in
whole or part,  without the prior  written  consent of the other  party,  except
that:

             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
substantially all the assets of such party;

             10.1.2 Boeing may assign its rights to receive money; and

             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,  and Buyer  will
continue to deal exclusively with Boeing.

             10.2  Transfer  by Buyer at  Delivery.  Buyer  may,  and at Buyer's
request  Boeing  will,  take any action  reasonably  required for the purpose of
causing an Aircraft, at time of delivery, to be subjected to an equipment trust,
conditional  sale, lien or other  arrangement for the financing by Buyer of such
Aircraft.  No action taken by either party pursuant to this paragraph,  however,
will require  Boeing to divest itself of title to or possession of such Aircraft
until delivery and payment therefor pursuant to this Agreement.

             10.3 Sale by Buyer After Delivery.  If,  following  delivery of any
Aircraft, Buyer sells such Aircraft (including any sale for financing purposes),
then all of Buyer's  rights with respect to such Aircraft  under this  Agreement
will inure to the benefit of the  purchaser  of such  Aircraft,  effective  upon
Boeing's  receipt  of  such  purchaser's  express  written  agreement,  in  form
satisfactory to Boeing,  to be bound by and to comply with all applicable terms,
conditions and limitations of this Agreement.

             10.4 Lease by Buyer After Delivery.  If, following  delivery of any
Aircraft,  Buyer  leases such  Aircraft,  Buyer will not assign to the lessee of
such Aircraft any rights under this  Agreement  without  Boeing's  prior written
consent, which consent will not be unreasonably withheld.

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             10.5 No Increase in Boeing  Liability.  No action taken by Buyer or
Boeing  relating  to the  assignment,  resale or lease of any  Aircraft  or this
Agreement will subject Boeing to any liability  beyond that in this Agreement or
modify in any way Boeing's obligations under this Agreement.

             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 include the same protection for Boeing.


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<PAGE>



ARTICLE 11.  Termination for Certain Events.

             11.1 Termination. This Agreement may be terminated at any time with
regard to undelivered  Aircraft and items and unperformed  services by notice in
writing by either party hereto if the other party:

             11.1.1 Ceases doing  business as a going  concern,  suspends all or
substantially all its business  operations,  makes an assignment for the benefit
of creditors,  is insolvent,  or generally does not pay its debts,  or admits in
writing its inability to pay its debts; or

             11.1.2  Petitions  for  or  acquiesces  in the  appointment  of any
receiver,  trustee or similar  officer to  liquidate or conserve its business or
any  substantial  part of its assets;  commences  any legal  proceeding  such as
insolvency,  bankruptcy,  reorganization,  readjustment of debt,  dissolution or
liquidation  available  for the relief of  financially  distressed  debtors;  or
becomes the object of any such  proceeding,  unless such proceeding is dismissed
or stayed within a reasonable period, not to exceed 60 days.

             11.2 Repayment of Advance Payments. If this Agreement is terminated
with regard to any  Aircraft by Buyer under this  Article,  Boeing will repay to
Buyer, without interest, any advance payments received by Boeing from Buyer with
respect to such Aircraft.


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ARTICLE 12.  Product Assurance; Disclaimer and Release;
             Exclusion of Liabilities; Customer Support;
             Indemnification and Insurance.

             12.1  Product  Assurance.   Boeing  and  Buyer  are  bound  by  the
provisions of Exhibit B hereto (Product Assurance Document).

             12.2  DISCLAIMER  AND  RELEASE.  THE  WARRANTIES,  OBLIGATIONS  AND
LIABILITIES  OF  BOEING  AND THE  REMEDIES  OF BUYER  SET  FORTH IN THE  PRODUCT
ASSURANCE  DOCUMENT  ARE  EXCLUSIVE  AND IN  SUBSTITUTION  FOR, AND BUYER HEREBY
WAIVES,   RELEASES  AND  RENOUNCES,   ALL  OTHER  WARRANTIES,   OBLIGATIONS  AND
LIABILITIES OF BOEING AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF BUYER AGAINST
BOEING,  EXPRESS OR IMPLIED,  ARISING BY LAW OR  OTHERWISE,  WITH RESPECT TO ANY
NONCONFORMANCE  OR DEFECT IN ANY  AIRCRAFT  OR OTHER THING  PROVIDED  UNDER THIS
AGREEMENT, INCLUDING, BUT NOT LIMITED TO:

                         (A)  ANY  IMPLIED   WARRANTY  OF   MERCHANTABILITY   OR
                              FITNESS;

                         (B)  ANY  IMPLIED   WARRANTY  ARISING  FROM  COURSE  OF
                              PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

                         (C)  ANY OBLIGATION,  LIABILITY, RIGHT, CLAIM OR REMEDY
                              IN  TORT,   WHETHER  OR  NOT   ARISING   FROM  THE
                              NEGLIGENCE OF BOEING (WHETHER  ACTIVE,  PASSIVE OR
                              IMPUTED); AND

                         (D)  ANY OBLIGATION,  LIABILITY, RIGHT, CLAIM OR REMEDY
                              FOR LOSS OF OR DAMAGE TO ANY AIRCRAFT.

             12.3 EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES. BOEING WILL HAVE
NO OBLIGATION OR LIABILITY,  WHETHER ARISING IN CONTRACT  (INCLUDING  WARRANTY),
TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE) OR OTHERWISE, FOR LOSS OF
USE, REVENUE OR PROFIT,  OR FOR ANY OTHER  INCIDENTAL OR  CONSEQUENTIAL  DAMAGES
WITH  RESPECT TO ANY  NONCONFORMANCE  OR DEFECT IN ANY  AIRCRAFT  OR OTHER THING
PROVIDED UNDER THIS AGREEMENT.

             12.4  Definitions.  For the  purposes  of this  Article,  the  term
"BOEING" means The Boeing Company,  its divisions,  subsidiaries and affiliates,
the assignees of each, and their directors, officers, employees and agents.

P.A. 1947                              12-1
K/WPA


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             12.5 Customer Support and  Indemnification;  Insurance.  Boeing and
Buyer  are  bound  by the  provisions  of  Exhibit  C hereto  (Customer  Support
Document),  which includes indemnification and insurance requirements related to
the use of Customer Support Services.


P.A. 1947                              12-2
K/WPA


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ARTICLE 13.  Buyer Furnished Equipment and Spare Parts.

             13.1 Buyer Furnished  Equipment.  Boeing and Buyer are bound by the
provisions of Exhibit E (Buyer  Furnished  Equipment  Document),  which includes
indemnification requirements related to Buyer Furnished Equipment.

             13.2 Purchase of Boeing Spare Parts.  Boeing will sell to Buyer and
Buyer will purchase from Boeing materials,  spare parts,  assemblies,  tools and
items of  equipment  relating to the  Aircraft  pursuant  to  Customer  Services
General Terms Agreement No. 3R, when executed.



P.A. 1947                              13-1
K/WPA


<PAGE>



ARTICLE 14.  Contractual Notices and Requests.

             All notices and  requests  relating  to this  Agreement  will be in
English, and may be transmitted by any customary means of written  communication
addressed as follows:

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

                                     Attention:               President

             Boeing:                 Boeing Commercial Airplane Group
                                     P.O. Box 3707
                                     Seattle, Washington 98124-2207
                                     U.S.A.

                                     Attention:           Vice President -
Contracts
                                                          Mail Stop 75-38

or to such other address as specified  elsewhere herein or as otherwise directed
in writing by either  party.  The  effective  date of any such notice or request
will be the date on which it is received by the addressee.


P.A. 1947                              14-1
K/WPA


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ARTICLE 15.  Miscellaneous.

             15.1  Government  Approval.  Boeing  and Buyer  will use their best
reasonable  efforts  to  assist  each  other  in  obtaining  any  United  States
Governmental  agency  consents or approvals  necessary or  appropriate to effect
certification and sale of the Aircraft under this Agreement.

             15.2  Headings.   Article  and  paragraph  headings  used  in  this
Agreement are for  convenient  reference only and are not intended to affect the
interpretation of this Agreement.

             15.3 Entire  Agreement;  Amendments.  This  Agreement  contains the
entire  agreement  between the parties  concerning the subject matter hereof and
supersedes   all   previous    proposals,    understandings,    commitments   or
representations  whatsoever, oral or written. This Agreement may be changed only
in writing signed by authorized  representatives of Boeing and Buyer,  except in
the case of certain changes permitted or required by this Agreement.

             15.4  GOVERNING  LAW. THIS AGREEMENT WILL BE GOVERNED BY THE LAW OF
THE STATE OF WASHINGTON,  U.S.A.,  EXCLUSIVE OF  WASHINGTON'S  CONFLICTS OF LAWS
RULES.

             15.5  Severability.  If any of the  provisions of this Agreement be
held unlawful or otherwise ineffective by a court of competent jurisdiction, the
remainder of the Agreement will remain in full force.

P.A. 1947                              15-1
K/WPA



<PAGE>





             15.6 Negotiated Agreement. This Agreement, including the provisions
of Article 12 relating to DISCLAIMER AND RELEASE, the Exclusion of Consequential
and Other Damages,  and the provisions relating to indemnification and insurance
set forth in this Agreement,  has been the subject of discussion and negotiation
and is fully  understood by the parties;  the Aircraft  Purchase Price and other
agreements  of the  parties  set  forth in this  Agreement  were  arrived  at in
consideration of such provisions.


                            *************************


WESTERN PACIFIC AIRLINES, INC.            THE BOEING COMPANY




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

P.A. 1947                              15-2
K/WPA


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