1947K/WPAWestern Pacific Airlines
                                                   (CONFIDENTIALITY REQUESTED)

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


                           PRODUCT ASSURANCE DOCUMENT

                                     between

                               THE BOEING COMPANY

                                       and

                         WESTERN PACIFIC AIRLINES, INC.





                   Exhibit B to Purchase Agreement Number 1947


P.A. No. 1947                          B
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<PAGE>


P.A. No. 1947
K/WPA


                       PRODUCT ASSURANCE DOCUMENT NO. 1947

                                      Dated

                                   Relating to

                          BOEING MODEL 737-300 AIRCRAFT




             This Product Assurance Document is Exhibit B 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. This Product Assurance Document consists of the following parts:


             PART A               Boeing Warranty

             PART B               Warranty Repairs and Modifications by
                                  Buyer

             PART C               Boeing Service Life Policy

             PART D               Boeing Indemnity Against Patent
                                  Infringement

             PART D-1             Boeing Indemnity Against Copyright
                                  Infringement

             PART E               Supplier Warranties and Patent
                                  Indemnities

             PART F               Engine Manufacturer Warranties

             PART G               Boeing Interface Commitment

             PART H               General



P.A. No. 1947                          B
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                                     PART A

                                 BOEING WARRANTY


1.           Warranties.

             Subject to the exceptions set forth herein,  Boeing  warrants that,
at the  time of  delivery,  each  Aircraft,  including  all  installed  systems,
accessories, equipment and parts, will:

             1.1  conform  to the  Detail  Specification,  as it may be  changed
pursuant  to this  Agreement,  except  such  portions  stated  to be  estimates,
approximations,  design  objectives,  or design  criteria,  or  described as not
guaranteed;

             1.2  be free from  defects in material and  workmanship,  including
process of manufacture; and

             1.3 be free from  defects in design,  including  selection  of (i)
materials  and (ii) process of  manufacture,  in view of the state of the art at
the time of design.

             For  purposes  of this  Boeing  Warranty,  nonconformance  with the
Detail  Specification,  defects in material or workmanship and defects in design
may  hereinafter  be called  "defects"  or a  "defect",  and the term  "system",
"accessory", "equipment" or "part" may hereinafter be called "item" or "items."

2.           Exceptions.

             The  warranties  above will not apply to BFE.  The  warranty  above
covering  material and  workmanship  and the warranty above covering design will
not  apply  to  Engines  or to any  other  item  purchased  by  Boeing  but  not
manufactured  to Boeing's  detailed  design.  However,  any defect in the Boeing
workmanship  installing  such BFE,  Engines or other items in an  Aircraft  will
constitute a defect in workmanship.

3.           Survival of Warranties.

             Neither the  warranty of  conformance  to the Detail  Specification
applicable to Engines and other items  purchased by Boeing but not  manufactured
to Boeing's detailed design, nor any Performance Guarantees, will

P.A. No. 1947                          B
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<PAGE>



survive delivery of the Aircraft. The remaining warranties set forth herein will
survive delivery of the Aircraft,  subject to the limitations and conditions set
forth herein.

4.           Warranty Periods and Claims.

             4.1         The warranty periods are:

                         4.1.1       As to a defect in conformance to the
Detail Specification, [XX] months after delivery of each Aircraft, and

                         4.1.2       As to a defect in material, workmanship
or design in any item, [XX] months after delivery of each Aircraft in which such
item was initially installed.

             4.2  Boeing's  Product   Assurance   Regional  Manager  at  Renton,
Washington   must  receive  the  warranty  claim  in  writing  at  the  earliest
practicable time after the defect becomes apparent but in no event later than 90
days after expiration of the applicable warranty period.

             4.3 Such warranty  claim must include the data set forth below and,
if reasonably  requested by Boeing,  reasonable evidence that the claimed defect
did not result from any act or omission of Buyer.

                         4.3.1       Identity of the item or Aircraft  involved,
including Boeing part number, serial number if applicable,  nomenclature and the
quantity claimed to be defective;

                         4.3.2       Identity  of  the  Aircraft  on  which  the
claimed item was installed as original equipment;

                         4.3.3       Date the  claimed  defect  became  apparent
which will be the date such defect was  discovered by Buyer or the warranty date
set forth in a Boeing service bulletin or service letter,  whichever date occurs
first; and

                         4.3.4       Description   of  the  claimed  defect  and
circumstances, including Boeing service bulletin or Boeing service letter number
if claim involves a service bulletin or letter.

             4.4 Upon  completion  of  Boeing's  warranty  claim  investigation,
including  examination of any item or Aircraft  returned to Boeing,  Boeing will
provide a written  disposition of its warranty  claim findings to Buyer.  In the
event Boeing must reject Buyer's warranty claim, Boeing will

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<PAGE>



provide reasonable substantiation of such rejection in its disposition.

5.           Remedies.

             Buyer's remedies under this Boeing Warranty are 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
will not be obligated to correct any defect that 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) at Boeing's option,  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.

             5.3 As to a defect in design, the correction at Boeing's expense of
such defect.  The warranty  period for such correction is 18 months from receipt
by Buyer of  corrective  material  or the end of the  original  design  warranty
period for the defective item, whichever is later.

             5.4 Boeing will issue a credit memorandum to reimburse Buyer at the
Warranty  Labor Rate for the direct  labor hours  required  for removal from the
Aircraft  of a  defective  item and the  reinstallation  in the  Aircraft of the
corrected item.

6.           Returned Items.

             Unless otherwise  provided in this Agreement,  the Aircraft or item
claimed to be defective must be returned to Boeing as soon as practicable. Buyer
may also provide specific technical repair or correction  instructions with such
return. The absence of such instructions will evidence Buyer's authorization for
Boeing to proceed using Boeing information and data. The following criteria will
apply with respect to return of Aircraft or items to Boeing:

             6.1         As to Aircraft:


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<PAGE>





                         6.1.1       An Aircraft may be returned only if

                                     6.1.1.1  substantially  all the  work to be
performed by Boeing is covered by this Boeing Warranty, and

                                     6.1.1.2  Buyer does not have the capability
to perform,  nor is it practical for Boeing  personnel to perform,  the warranty
work away from Boeing's facilities.

                         6.1.2       All  warranty  work  will be  performed  at
Boeing's expense,  with 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.

                         6.1.3       Any  nonwarranty  work  performed by Boeing
will be paid for by Buyer at Boeing's then-standard rates.

                         6.1.4       A  separate  agreement  based  on  Boeing's
then-standard  form will be entered into to cover the return of and work on such
Aircraft.

             6.2         As to any system, accessory, equipment or part:

                         6.2.1       All  warranty  work  will be  performed  at
Boeing's expense,  with reasonable efforts to minimize  out-of-service  time for
items returned.

                         6.2.2       Boeing's  turnaround-time   objectives  for
repair or replacement  are: 10 working days for avionic and electronic items and
30 working  days for other items when  corrected at Boeing's  facilities,  or 40
working  days  when  corrected  at the  facilities  of a  Boeing  subcontractor.
Turnaround time starts the date Boeing receives the returned item, together with
Buyer's  warranty  claim  describing  the work, and ends the date of shipment by
Boeing of such  item.  If a  turnaround-time  objective  is not  achieved  and a
resultant  critical  parts  shortage  is  experienced  by  Buyer,  and Buyer has
procured  spare parts for such item in  accordance  with the Boeing  Recommended
Spare Parts List, Boeing will, upon request from Buyer, either:


P.A. No. 1947                          B
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<PAGE>





                                     6.2.2.1  expedite repair or replacement  of
the item or

                                     6.2.2.2  provide  a  similar  item   on   a
no-charge  loan or no-charge  lease basis until the repaired or replaced item is
provided to Buyer.

                         6.2.3       The freight  charge for  shipment to Boeing
Boeing of any item will be paid by Buyer;  however,  Boeing will reimburse Buyer
by issuing a credit  memorandum  for such charge for any item  determined  to be
defective under this Boeing Warranty. The freight charge for the return shipment
to Buyer of any such  defective  item  which  has  been  repaired,  replaced  or
corrected pursuant to this Boeing Warranty will be paid by Boeing.

             6.3 Title to and risk of loss of any  Aircraft or item  returned to
Boeing  will at all times  remain  with  Buyer  and/or  any other  owner of such
Aircraft or item,  except that at the time Boeing  ships a  replacement  item to
Buyer,  title to and risk of loss (i) for the returned  item will pass to Boeing
and (ii) for the  replacement  item will pass to Buyer.  While  Boeing has care,
custody  and  control  of an  Aircraft  or item,  Boeing  will  have  only  such
liabilities  as a bailee for mutual  benefit would have,  but will not be liable
for loss of use.

7.           Nonrepairable Items.

             Buyer  may  scrap  any  defective   nonrepairable   item  having  a
then-current  Boeing spare part selling price of [XXXX] or less and make a claim
for a replacement item. For a defective nonrepairable item having a then-current
Boeing  spare part selling  price  greater than  [XXXX],  an  authorized  Boeing
representative must confirm the nonrepairability of any such item. Buyer's claim
for an item with a spare part selling price  exceeding  [XXXX] must include such
confirmation.

8.           Reimbursement for Certain Inspection Labor Costs.

             8.1 In addition to the remedies set forth in this Boeing  Warranty,
Boeing will reimburse Buyer by issuing a credit memorandum at the Warranty Labor
Rate for the direct labor hours  expended by Buyer in performing  inspections of
the Aircraft to determine  whether or not a covered defect exists in any system,
accessory,  equipment or part manufactured to Boeing's detailed design, provided
that:


P.A. No. 1947                          B
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<PAGE>


                         8.1.1       such   inspections  are  recommended  by  a
Boeing  service  bulletin or service  letter  issued by Boeing  within 36 months
after delivery of such Aircraft, and

                         8.1.2       such  reimbursement  will not  apply to any
inspections performed as an alternative to accomplishing  corrective action when
such  corrective  action is available to Buyer at the time such  inspections are
performed.

             8.2 If a covered  defect is  determined to exist as a result of the
foregoing  inspections,  the remedies  under this Boeing  warranty will apply to
Aircraft  or  items  in  warranty  as of the  warranty  date  set  forth  in the
applicable  Boeing service bulletin or service letter or the date the defect was
discovered by Buyer, whichever date occurs first.

9.           Wear and Tear.

             Normal  wear and tear and the  need  for  regular  maintenance  and
overhaul will not constitute a defect.

10.          Disclaimer and Release; Exclusion of Liabilities.

             This Part A and the rights and remedies of Buyer and obligations of
Boeing  herein are  subject to the  Disclaimer  and  Release  and  Exclusion  of
Consequential and Other Damages provisions of Article 12 of this Agreement.

11.          Buyer's Indemnification of Boeing.

             The  provisions of Part E, "Buyer's  Indemnification  of Boeing and
Insurance"  of Exhibit C, will apply to all  warranty  work  performed by Boeing
hereunder in accordance  with Buyer's  specific  technical  repair or correction
instructions,  to the  extent  any legal  liability  of Boeing is based upon the
content of such instructions.


P.A. No. 1947                          B
K/WPA                                 A-6



<PAGE>






                                     PART B

                   WARRANTY REPAIRS AND MODIFICATIONS BY BUYER


1.           General.

             To  expedite  the return to service of any  defective  Aircraft  or
systems,  accessories,  equipment  and parts (items) that Boeing is obligated to
correct under the Boeing  Warranty,  repairs and  modifications  may, at Buyer's
option,  be  performed  by Buyer  (work) and  charged to Boeing,  subject to the
following:

2.           Scope.

             This option applies only to items manufactured to Boeing's detailed
design. The warranty and notice periods and all other conditions and limitations
applicable to the Boeing Warranty apply to this option.

3.           Repairs and Modifications.

             All work will be  performed in  accordance  with  Boeing's  written
instructions,  using parts and  materials as may be  furnished by Boeing  and/or
Boeing approved parts and materials as may be furnished by Buyer.

4.           Claims for Reimbursement.

             Buyer's  claim for  reimbursement  must be  submitted in writing to
Boeing  promptly after  completion of the work. Such claim must include the data
set forth in paragraph 4.3 of Part A of this Exhibit B and the following:

             4.1         Description of the work performed by Buyer;

             4.2         Date work was completed by Buyer;

             4.3         Itemized account of the direct labor hours
expended in performing the work; and

             4.4         Itemized account of the direct materials
incorporated in the work.


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<PAGE>





5.           Reimbursement.

             Upon  approval  of Buyer's  claim for  reimbursement,  Boeing  will
reimburse Buyer by issuing a credit memorandum as follows:

             5.1         Direct Labor.

                         At the Warranty Labor Rate  specified  herein for labor
hours  expended  by Buyer's  direct  labor  employees  in  performing  the work,
including removal,  disassembly,  inspection,  bench testing,  reassembly, final
inspection, and reinstallation,  but not to exceed Boeing's estimate of required
labor hours, and excluding time for overhaul.

             5.2         Direct Materials.

                         At the invoice  cost to Buyer for all direct  materials
incorporated  in the work,  excluding  (i)  materials  used for  overhaul,  (ii)
materials  furnished  by Boeing  at no  charge,  (iii)  materials  which  exceed
Boeing's  estimate of required  materials,  and (iv)  allowances  for  handling,
overhead, taxes, customs duties and the like.

             5.3         Warranty Labor Rate.

                         The  Warranty  Labor Rate is [XXXX] per hour or [X]% of
Buyer's  average  direct  hourly  labor rate,  whichever  is  greater.  For this
purpose,  "average  direct  hourly labor rate" is defined as the average  hourly
rate (excluding all fringe benefits,  premium-time  allowances,  social charges,
business taxes and the like) paid by Buyer to Buyer's  employees  whose jobs are
directly related to the performance of the work.  Prior to or concurrently  with
submittal  of Buyer's  first  claim for labor  reimbursement,  Buyer will notify
Boeing of Buyer's  then-current average direct hourly labor rate, and thereafter
notify Boeing of any material change in such rate.  Boeing may require data from
Buyer to substantiate such rates.

             5.4         Limitation.

                         The total  reimbursement  with  respect  to the  direct
labor and  direct  materials  incorporated  in the work,  will not exceed 65% of
Boeing's  then-current  sales price for the item unless a greater  percentage is
established for a particular item by written agreement between Boeing and Buyer.


P.A. No. 1947                          B
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<PAGE>





All claims for  reimbursement  will be subject to audit by Boeing.  Boeing  will
promptly notify Buyer of Boeing's disposition of each claim submitted hereunder.

6.           Replaced Parts.

             If  component  parts of any  assembly  are  replaced by Buyer,  the
replaced  parts will be tagged with the assembly part number,  the serial number
and the warranty claim number and retained for a period of 60 days following the
date of  submittal of Buyer's  claim,  so as to be made  available  for Boeing's
inspection. Such parts may be scrapped after such 60-day period.


P.A. No. 1947                          B
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<PAGE>






                                     PART C

                           BOEING SERVICE LIFE POLICY


1.           Definitions.

             1.1  "Airframe  Component"  means  any  of the  primary  structural
elements of the wing, fuselage,  or vertical or horizontal  stabilizer set forth
in Attachment A hereto and installed in an Aircraft at the time of delivery.

             1.2 "Landing Gear  Component"  means any of the primary  structural
elements of the  landing  gear set forth in  Attachment  A and  installed  in an
Aircraft at the time of delivery.

             1.3 "Spare Component" means any component set forth in Attachment A
that was  furnished to Buyer  pursuant to this Policy or purchased by Buyer from
Boeing as a spare part.

             1.4         "Covered  Component"  means an  Airframe  Component,  a
Landing Gear Component or a Spare Component.

             1.5         "Failure"  means  any  breakage  or defect in a Covered
Component.

             1.6         "Failed Component" means a Covered Component in which a
Failure has occurred.

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

             2.1 As to any Airframe Component or Landing Gear Component,  within
12 years after  delivery of the Aircraft in which such  component  was initially
installed; or

             2.2 As to any Spare  Component,  within 12 years after  delivery of
such Spare  Component,  or within 12 years after  delivery by Boeing of the last
new Model 737 aircraft to Buyer, whichever first expires.


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3.           Price.

             The price that Buyer will pay for the  correction or replacement of
a Failed Component will be calculated pursuant to the following formula:

                         P =         CT
                                     --
                                     144

             where:

             P =         price to Buyer

             C =         Boeing spare parts sales price at time of correction or
                         replacement

             T =         total  age  in months of the Failed  Component from the
                         date of delivery to Buyer to the date of Failure.

4.           Conditions and Limitations.

             Boeing's  obligations  under this Policy are  conditioned  upon the
following:

             4.1 Buyer must notify  Boeing of the Failure  within  three  months
after it becomes apparent to Buyer.

             4.2 Buyer must provide reasonable evidence that the claimed Failure
is covered by this Policy and if requested by Boeing,  that such Failure was not
the result of (i) the breakage of or a defect in a component not covered by this
Policy,  (ii) an  extrinsic  force,  (iii) an act or omission of Buyer,  or (iv)
operation  or  maintenance  contrary  to  applicable   regulations  or  Boeing's
instructions.

             4.3 If return of a Failed Component is practicable and requested by
Boeing, Buyer will return such Failed Component to Boeing at Boeing's expense.

             4.4 Buyer's  rights and  remedies  under this Policy are limited to
the  receipt  of  corrective  materials  or  replacement  components  at  prices
calculated in accordance with this Policy.


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<PAGE>





5.           Disclaimer and Release; Exclusion of Liabilities.

             This  Part  C  and  the  rights  and  remedies  of  Buyer  and  the
obligations  of Boeing  herein are  subject to the  Disclaimer  and  Release and
Exclusion of  Consequential  and Other Damages  provisions of Article 12 of this
Agreement.


P.A. No. 1947                         B
K/WPA                                C-3



<PAGE>


Attachment A to
Part C



                  COVERED AIRFRAME AND LANDING GEAR COMPONENTS


1.           Wing.

             (a)         Upper  and  lower  skins  and  stiffeners  between  the
                         forward and rear wing spars.

             (b)         Wing spar webs, chords and stiffeners.

             (c)         Inspar wing ribs.

             (d)         Inspar splice plates and fittings.

             (e)         Main landing gear support structure.

             (f)         Wing  center  section  floor  beams,  lower  beams  and
                         spanwise  beams,  but not the seat  tracks  attached to
                         floor beams.

             (g)         Engine strut support fittings attached directly to wing
                         primary structure.

             (h)         Wing-to-body structural attachments.

             (i)         Support  structure in the wing for spoilers and spoiler
                         actuators;  for aileron hinges and reaction links;  and
                         for leading edge devices and trailing edge flaps.

             (j)         Trailing edge flap tracks and carriages.

             (k)         Aileron,  leading  edge device and  trailing  edge flap
                         internal,   fixed   attachment  and  actuator   support
                         structure.

2.           Body.

             (a)         External  surface  skins  and  doublers,   longitudinal
                         stiffeners,  longerons  and  circumferential  rings and
                         frames  between the forward  pressure  bulkhead and the
                         vertical  stabilizer  rear spar bulkhead and structural
                         support and  enclosure  for the APU but  excluding  all
                         system   components   and  related   installation   and
                         connecting devices, insulation,  lining, and decorative
                         panels and related installation and connecting devices.

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K/WPA                                C-A-1



<PAGE>


Attachment A to
Part C



             (b)         Window  and  windshield  structure  but  excluding  the
                         windows and windshields.

             (c)         Fixed  attachment  structure  of the  passenger  doors,
                         cargo  doors  and  emergency   exits,   excluding  door
                         mechanisms  and  movable  hinge  components.  Sills and
                         frames  around  the  body  openings  for the  passenger
                         doors, cargo doors and emergency exits, excluding scuff
                         plates and pressure seals.

             (d)         Nose wheel  well  structure,  including  the wheel well
                         walls,  pressure  deck,  bulkheads,  and  gear  support
                         structure.

             (e)         Main gear wheel well structure  including pressure deck
                         and landing gear beam support structure.

             (f)         Floor  beams and  support  posts in the control cab and
                         passenger cabin area, but excluding seat tracks.

             (g)         Forward and aft pressure bulkheads.

             (h)         Keel structure between the wing front spar bulkhead and
                         the  main  gear  wheel  well  aft  bulkhead   including
                         splices.

             (i)         Wing  front  and  rear  spar  support  bulkheads,   and
                         vertical and horizontal  stabilizer front and rear spar
                         support  bulkheads   including  terminal  fittings  but
                         excluding   all   system    components    and   related
                         installation   and  connecting   devices,   insulation,
                         lining,  decorative panels and related installation and
                         connecting devices.

             (j)         Support  structure in the body for the stabilizer pivot
                         and stabilizer screw.

3.           Vertical Stabilizer.

             (a)         External skins between front and rear spars.

             (b)         Front,  rear  and  auxiliary  spar  chords,   webs  and
                         stiffeners and attachment fittings.

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K/WPA                                C-A-2



<PAGE>


Attachment A to
Part C



             (c)         Inspar ribs.

             (d)         Rudder hinges and supporting ribs, excluding bearings.

             (e)         Support structure in the vertical stabilizer for rudder
                         hinges, reaction links and actuators.

             (f)         Rudder internal,  fixed attachment and actuator support
                         structure.

4.           Horizontal Stabilizer.

             (a)         External skins between front and rear spars.

             (b)         Front and rear spar chords, webs and stiffeners.

             (c)         Inspar ribs.

             (d)         Stabilizer  center  section  including  hinge and screw
                         support structure.

             (e)         Support structure in the horizontal  stabilizer for the
                         elevator hinges, reaction links and actuators.

             (f)         Elevator   internal,   fixed  attachment  and  actuator
                         support structure.

5.           Engine Strut.

             (a)         Strut   external   surface   skin  and   doublers   and
                         stiffeners.

             (b)         Internal strut chords, frames and bulkheads.

             (c)         Strut to wing fittings and diagonal brace.

             (d)         Engine  mount  support  fittings  attached  directly to
                         strut   structure  and  including  the   engine-mounted
                         support fittings.


P.A. No. 1947                          B
K/WPA                                C-A-3



<PAGE>


Attachment A to
Part C


6.           Main Landing Gear.

             (a)         Outer cylinder.

             (b)         Inner cylinder, including axles.

             (c)         Upper  and  lower  side  struts,   including  spindles,
                         universals and reaction links.

             (d)         Drag strut.

             (e)         Bell crank.

             (f)         Orifice support tube.

             (g)         Trunnion link.

             (h)         Downlock links including spindles and universals.

             (i)         Torsion links.

             (j)         Actuator beam, support link and beam arm.

7.           Nose Landing Gear.

             (a)         Outer cylinder.

             (b)         Inner cylinder, including axles.

             (c)         Orifice support tube.

             (d)         Upper and lower drag strut, including lock links.

             (e)         Steering plates and steering collars.

             (f)         Torsion links.


NOTE:        The  Service  Life  Policy  does not  cover  any  bearings,  bolts,
             bushings,  clamps,  brackets,   actuating  mechanisms  or  latching
             mechanisms used in or on the Covered Components.


P.A. No. 1947                          B
K/WPA                                C-A-4


<PAGE>




                                     PART D

                  BOEING INDEMNITY AGAINST PATENT INFRINGEMENT


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 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).

2.           Exceptions.

             2.1 This indemnity  will not apply unless,  from the time of design
of the  allegedly  infringing  Aircraft  or item  until  the  resolution  of the
infringement claim, the Country and flag country of the Aircraft:  (i) are fully
bound by the Chicago  Convention on International  Civil Aviation of December 7,
1944, and are fully entitled to all benefits of Article 27 thereof, or (ii) have
been parties to the  International  Convention  for the Protection of Industrial
Property (Paris Convention).

             2.2 This  indemnity  will not apply to Buyer  Furnished  Equipment,
Engines, any system,  accessory,  equipment or part that was not manufactured to
Boeing's  detailed  design,  or to any  system,  accessory,  equipment  or  part
manufactured to Boeing's detailed design without Boeing's authorization.

3.           Conditions and Limitations.

             Buyer's  remedy and Boeing's  obligations  hereunder are subject to
the following:

             3.1 Buyer  must give  Boeing  written  notice  within 10 days after
Buyer receives notice of a suit or action against Buyer alleging infringement or
within 20 days after Buyer receives a written claim of infringement.


P.A. No. 1947                         B
K/WPA                                D-1


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             3.2   Following   receipt  of  such   notice   Boeing  may  conduct
negotiations with any party claiming  infringement and may intervene in any suit
or action.  Whether or not Boeing  intervenes,  Boeing  will be  entitled at any
stage of the proceedings to assume or control the defense.

             3.3 Buyer will (i) promptly furnish to Boeing all data, records and
assistance  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,  at Boeing's
option,  replacing the infringing item or otherwise  curing any  infringement on
account of which use of the Aircraft by Buyer is prevented.

             3.5 Boeing's  obligations and Buyer's remedies herein are exclusive
and in substitution  for, and Buyer hereby waives,  releases and renounces,  all
other  indemnities,  obligations  and  liabilities of Boeing and any assignee of
Boeing, and all other rights, remedies and claims, including claims for damages,
direct, incidental or consequential,  of Buyer against Boeing or any assignee of
Boeing,  express or implied,  arising by law or  otherwise,  with respect to any
actual or alleged  patent  infringement  or the like by any Aircraft or any item
installed therein.


P.A. No. 1947                          B
K/WPA                                 D-2


<PAGE>




                                    PART D-1

                 BOEING INDEMNITY AGAINST COPYRIGHT INFRINGEMENT


1.           Indemnity.

             Subject to the following,  Boeing will indemnify Buyer with respect
to claims, suits, damages and costs arising out of copyright infringement by any
computer  software  included  with  the  Aircraft  when  the  Aircraft  is first
delivered by Boeing (Aircraft Software).

2.           Exceptions, Limitations and Conditions.

             2.1 Boeing will have no obligation to indemnify  Buyer  relative to
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.

             2.2  Boeing's   obligation   to  indemnify   Buyer  is  limited  to
infringements  (a) in  countries  where Buyer  lawfully  operates  the  Aircraft
(Countries) and (b) where, from the time of creation of the allegedly infringing
software until the resolution of the infringement  claim, the Countries and flag
country of the  Aircraft are members of The Berne Union and  recognize  computer
software as a "work" under The Berne Convention.

             2.3         Boeing will have no obligation or liability for loss of
use, revenue or profit, or for any other incidental or consequential damages.

             2.4 Boeing may, at its option,  replace any infringing or allegedly
infringing  Aircraft  Software (or item  containing  Aircraft  Software)  with a
noninfringing equivalent.

             2.5 Buyer must  inform  Boeing in writing  (a) within 10 days after
Buyer  receives  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.

             2.6 Boeing may negotiate with any party claiming  infringement  and
may intervene or assume control of the defense at any stage in any  infringement
suit or action.

P.A. No. 1947                          B
K/WPA                                D-1-1



<PAGE>






             2.7 Buyer will  promptly  furnish to Boeing all data,  records  and
assistance  within  Buyer's  possession  or control which may be material to any
copyright infringement claim, suit or action relating to Aircraft Software.

             2.8 Other than as required by a final  judgment  entered by a court
of competent jurisdiction, Buyer will not make any payment or commitment to pay,
assume any obligation, or make any material concession relative to any copyright
infringement for which Boeing may otherwise be obligated.

             2.9 The  obligations  of Boeing and  remedies of Buyer set forth in
this Part are  exclusive  and in  substitution  for,  and Buyer  hereby  waives,
releases and renounces, all other indemnities,  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 actual or
alleged copyright  infringement or the like by any Aircraft or any item included
in any Aircraft.



P.A. No. 1947                          B
K/WPA                                D-1-2



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                                     PART E

                   SUPPLIER WARRANTIES AND PATENT INDEMNITIES


1.           Supplier Warranties and Supplier Patent Indemnities.

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

2.           Boeing Assistance in Administration of Supplier Warranties.

             Buyer will be responsible  for submitting  warranty claims directly
to Suppliers;  however,  if Buyer  experiences  problems  enforcing any Supplier
warranty  obtained by Boeing for Buyer,  Boeing will conduct an investigation of
such problems and assist Buyer in the resolution of such claims.

3.           Boeing Support in Event of Supplier Default.

             3.1 If any  Supplier  defaults  in the  performance  of a  material
obligation under a design,  material or workmanship  warranty obtained by Boeing
for Buyer, and Buyer provides evidence to Boeing that such default has occurred,
then the  equivalent  warranty and related  provisions set forth in this Product
Assurance Document will apply to the claimed defect.

             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.


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



<PAGE>






                                     PART F

                         ENGINE MANUFACTURER'S WARRANTY
                            AND PRODUCT SUPPORT PLAN


Boeing has obtained from CFM  International,  Inc.  (CFM) the right to extend to
Buyer the  provisions  of CFM's New Engine  Warranty  set forth in CFM's  "CFM56
Product Support Plan"; subject, however, to Buyer's acceptance of the conditions
set forth herein and in such product  support plan.  Accordingly,  Boeing hereby
extends to Buyer, and Buyer hereby accepts,  the provisions of such CFM warranty
and such  provisions  shall apply to CFM56  turbo-fan  engines  installed in the
Aircraft  at the time of delivery to Buyer  except  that,  if Buyer and CFM have
executed a General Terms  Agreement,  then the terms of that Agreement  shall be
substituted  for and supersede the  below-stated  provisions and such provisions
shall be of no  force or  effect  and  neither  Boeing  nor CFM  shall  have any
obligation arising therefrom. In consideration for such extension,  Buyer hereby
releases  and  discharges  Boeing  from  any and  all  claims,  obligations  and
liabilities  whatsoever  arising out of the  purchase  or use of said  installed
CFM56  engines  and  releases  and  discharges  CFM  from  any and  all  claims,
obligations  and  liabilities  whatsoever  arising out of the purchase or use of
said installed CFM56 engines except as expressly  assumed by CFM in such Product
Support Plan or in such General Terms Agreement between Buyer and CFM.

P.A. No. 1947                          B
K/WPA                                 F-1



<PAGE>






                        CFM INTERNATIONAL, INC. WARRANTY

1.           Title.

             CFM International (CFM) warrants that at the date of delivery,  CFM
has legal title to and good and lawful right to sell its CFM56 turbo-fan engines
(Engines,  including all Modules and Parts thereof) and related engine products,
and furthermore  warrants that such title is free and clear of all claims, liens
and encumbrances of any nature whatsoever.

2.           Patents.

             A. CFM shall  handle all  claims and defend any suit or  proceeding
brought  against  Buyer  insofar  as based on a claim  that any  product or part
furnished under this Agreement  constitutes an infringement of any patent of the
United  States,  and shall pay all damages  and costs  awarded  therein  against
Buyer. This paragraph shall not apply to any product or any part manufactured to
Buyer's design or to the aircraft  manufacturer's  design. As to such product or
part, CFM assumes no liability for patent infringement.

             B. CFM's  liability  hereunder is  conditioned  upon Buyer promptly
notifying CFM in writing and giving CFM  authority,  information  and assistance
(at CFM's  expense) for the defense of any suit. In case said  equipment or part
is held in such suit to constitute infringement and the use of said equipment or
part is enjoined, CFM shall expeditiously, at its own expense and at its option,
either (1) procure for Buyer the rights to continue  using said product or part;
(2) replace the same with  satisfactory and  noninfringing  product or part; (3)
modify the same so it becomes  satisfactory and noninfringing.  CFM shall not be
responsible  to Buyer  for  consequential  damages  including  costs,  expenses,
liabilities,  and/or loss resulting from loss of use of an allegedly  infringing
product or part  hereunder.  The foregoing  shall  constitute the sole remedy of
Buyer and the sole liability of CFM for patent infringement.

             C. The above  provisions  also apply to products which are the same
as those  covered by this  Agreement  and are  delivered to Buyer as part of the
installed equipment on CFM56 powered Aircraft.


P.A. No. 1947                          B
K/WPA                                 F-2



<PAGE>





3.           Initial Warranty.

             CFM  warrants  that CFM56  turbo-fan  engines  and  related  engine
products will conform to CFM's applicable  specifications  and will be free from
defects  in  material  and  workmanship  prior to  Buyer's  initial  use of such
products. The provisions of CFM's "CFM56 Product Support Plan" will
apply.

4.           Product Support Plan.

             CFM has agreed to offer to Buyer,  for  application to each CFM56-3
engine  delivered on an Aircraft,  the CFM "CFM56 Product Support Plan" which is
in effect on the date of delivery of such engine to Buyer.

5.           LIMITATIONS.

             THE  PROVISIONS  SET FORTH HEREIN ARE  EXCLUSIVE AND ARE IN LIEU OF
ALL OTHER  WARRANTIES  WHETHER  WRITTEN,  ORAL OR IMPLIED.  THERE ARE NO IMPLIED
WARRANTIES OF FITNESS OR MERCHANTABILITY.  SAID PROVISIONS SET FORTH THE MAXIMUM
LIABILITY  OF CFM WITH  RESPECT  TO CLAIMS OF ANY  KIND,  INCLUDING  NEGLIGENCE,
ARISING OUT OF MANUFACTURE, SALE, POSSESSION, USE OR HANDLING OF THE PRODUCTS OR
PARTS THEREOF OR THEREFOR, AND IN NO EVENT SHALL CFM'S LIABILITY TO BUYER EXCEED
THE  PURCHASE  PRICE OF THE  PRODUCT  GIVING  RISE TO  BUYER'S  CLAIM OR INCLUDE
INCIDENTAL  OR  CONSEQUENTIAL  DAMAGES.  AS USED  HEREIN,  THE TERM "CFM"  SHALL
INCLUDE  CFM  INTERNATIONAL,  INC.  AND CFM  INTERNATIONAL,  S.A.  THE LIMITS OF
LIABILITY SET FORTH ABOVE SHALL APPLY TO ANY AND ALL CLAIMS,  AS ABOVE  DEFINED,
AGAINST CFM  INTERNATIONAL,  INC., CFM  INTERNATIONAL,  S.A.,  GENERAL  ELECTRIC
COMPANY  (GE),  AND  SOCIETE  NATIONALE  D'ETUDE ET DE  CONSTRUCTION  DE MOTEURS
D'AVIATION  (SNECMA) AND IN NO EVENT SHALL SUCH CLAIMS  EXCEED IN THE  AGGREGATE
THE PRICE OF THE PRODUCT GIVING RISE TO THE CLAIM.


P.A. No. 1947                          B
K/WPA                                 F-3


<PAGE>




                                     PART G

                           BOEING INTERFACE COMMITMENT


1.           Interface Problems.

             If Buyer  experiences  technical  problems in the  operation  of an
Aircraft or its systems, the cause of which is not readily identifiable by Buyer
but which Buyer believes to be attributable to the design characteristics of the
Aircraft or its systems  (Interface  Problem),  Boeing will,  without additional
charge to Buyer, promptly conduct an investigation and analysis to determine the
cause or causes of the Interface Problem and to recommend such corrective action
as may be  feasible.  Buyer will furnish to Boeing all data and  information  in
Buyer's possession  relevant to the Interface  Problem,  and will cooperate with
Boeing in the conduct of investigations  and tests.  Boeing will promptly advise
Buyer at the  conclusion  of its  investigation  of  Boeing's  opinion as to the
causes of the  Interface  Problem and Boeing's  recommendation  as to corrective
action.

2.           Boeing Responsibility.

             If  Boeing  determines  that the  Interface  Problem  is  primarily
attributable to the design of any item manufactured to Boeing's detailed design,
Boeing will  correct the design of such item to the extent of any  then-existing
obligations of Boeing under the provisions of the applicable  Boeing Warranty or
Boeing Service Life Policy.

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.

4.           Joint Responsibility.

             If  Boeing  determines  that the  Interface  Problem  is  partially
attributable to the design of an item  manufactured to Boeing's  detailed design
and  partially to the design of an item not  manufactured  to Boeing's  detailed
design, Boeing will seek a solution to the Interface Problem through the

P.A. No. 1947                          B
K/WPA                                 G-1



<PAGE>





cooperative  efforts of Boeing and the  manufacturer  of the other item and will
promptly advise Buyer of resulting corrective actions and recommendations.

5.           General.

             Buyer will, if requested by Boeing, assign to Boeing any of Buyer's
rights against any manufacturer as Boeing may require to fulfill its obligations
hereunder.

6.           Disclaimer and Release; Exclusion of Liabilities.

             This  Part  G  and  the  rights  and  remedies  of  Buyer  and  the
obligations  of Boeing  herein are  subject to the  Disclaimer  And  Release and
Exclusion of  Consequential  and Other Damages  provisions of Article 12 of this
Agreement.


P.A. No. 1947                          B
K/WPA                                 G-2



<PAGE>





                                     PART H

                                     GENERAL


1.           Duplicate Product Assurance Remedies.

             Boeing  will  not  provide  or be  requested  to  provide  multiple
remedies for any claim made pursuant to the provisions of this Product Assurance
Document.

2.           Notices.

             References to "Boeing" in connection with notices or communications
throughout  this Product  Assurance  Document  mean Boeing's  Product  Assurance
Regional Manager at Renton,
Washington.

P.A. No. 1947                          B
K/WPA                                 J-1



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