6-1162-JDR-399


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


Subject:          Letter Agreement No. 6-1162-JDR-399 to
                  Purchase Agreement No. 1947 --
                  Configuration Matters


This Letter Agreement  amends Purchase  Agreement No. 1947 dated as of even date
herewith (the Agreement) between The Boeing Company (Boeing) and Western Pacific
Airlines, Inc. (Buyer) relating to Model 737-300 aircraft (the Aircraft).

All terms used herein and in the Agreement,  and not defined  herein,  will have
the same meaning as in the Agreement.

1.       Exterior Markings.

         It is understood that Buyer intends to define unique exterior  markings
for each Aircraft.  Unless otherwise agreed,  Buyer agrees to give Boeing notice
as soon as  reasonably  practicable,  but no later than five (5) months prior to
the month during which an Aircraft is scheduled for delivery,  of the definition
of the exterior markings for such Aircraft. Promptly after notification,  Boeing
will advise Buyer as to whether the requested  exterior  markings can be applied
to the requested Aircraft prior to delivery.

In the event Boeing  determines the requested unique exterior markings cannot be
applied  prior to  delivery  or Buyer does not provide  notice as  required,  as
directed by Buyer,  the Aircraft will be delivered  (i) with Buyer's  previously
defined  baseline  exterior  markings or (ii) with only those exterior  markings
required to receive a Certificate of Airworthiness.

In the  event the  Aircraft  is  delivered  with only  those  exterior  markings
required to receive a Certificate of  Airworthiness,  Boeing will issue a credit
memorandum  to Buyer at the time of  delivery  of the  Aircraft in the amount of
[XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX].  Such credit  memorandum may be utilized by
Buyer for the  purchase of Boeing  proprietary  spare parts,  CFM  International
(CFMI)  proprietary  spare engines and engine parts,  other Boeing or CFMI goods
and  services  or  applied  against  the  balance of the  purchase  price of the
Aircraft for which such credit is issued,


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Western Pacific Airlines, Inc.
6-1162-JDR-399                      Page 2


but may not be used for the purchase of other  aircraft or  application  against
advance payments for any Aircraft.

2.       Thrust Enhancement.

         2.1              Documentation  Revision.  In  recognition  of  Buyer's
requirement  for aircraft  operation at high altitude  airports and high ambient
temperatures  (Operation),  Boeing agrees to provide  Buyer FAA approved  Flight
Manual  Appendices for utilization of enhanced thrust for CFM56-3C-1  engines at
high altitude  airports and high ambient  temperatures  for the Aircraft and for
CFM56-3C-1 powered Model 737-300 aircraft which are currently in or may be added
to Buyer's fleet.  Such  utilization of enhanced thrust will be for takeoff only
and will be subject to the proposed schedule and the limitations and operational
requirements set forth in master change 7200MP3286.

Upon  delivery of such Flight  Manual  Appendices,  Boeing will issue to Buyer a
credit  memorandum  in the  amount of the  then-current  price(s)  of the master
change(s)  initiated to accomplish  the Flight Manual  revision(s),  such credit
memorandum to be used only for the purchase of such master change(s) and may not
be used for the purchase of increased thrust.

         2.2              Enhanced  Thrust   Utilization.   Such  Operation  may
require an increase in the thrust  rating of the  CFM56-3C-1  engine from 22,000
pounds SLST to 23,500 pounds SLST. In recognition of the understanding that such
increase in the thrust rating will be utilized by Buyer on a limited basis,  the
price of such  increase  in the thrust  rating for each  Aircraft is thirty (30)
percent of the difference between the then current prices at time of delivery of
the  Aircraft for two  CFM56-3C-1  engines  rated at 23,500  pounds SLST and two
CFM56-3C-1 engines rated at 22,000 pounds SLST, subject to the following:

         (i)      The enhanced  thrust is  exclusively  for use of Buyer and may
                  not be sold or transferred  without the prior written  consent
                  of CFM International (CFMI).

    (ii)          Such  price  will be  payable  directly  to CFMI on a one-time
                  basis concurrent with delivery of each Aircraft to be operated
                  by Buyer utilizing such enhanced thrust.

   (iii)          Such  enhanced  thrust  will not be utilized by Buyer for more
                  than fifteen (15) percent of Buyer's annual  departures,  on a
                  CFM56-3C-1 powered Model 737-300 fleet basis.



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Western Pacific Airlines, Inc.
6-1162-JDR-399                      Page 3


    (iv)          Buyer will provide a written report to CFMI in January
                  of each year following delivery of the first Aircraft,
                  such report shall document Buyer's usage of the
                  enhanced thrust, as a percentage of departures for the
                  previous calendar year, for Buyer's CFM56-3C-1 powered
                  Model 737-300 fleet for which Buyer has purchased the
                  enhanced thrust (Buyer's Fleet).

         2.3              Excess Annual Utilization. In the event Buyer's annual
utilization  of the enhanced  thrust during any given  calendar year exceeds the
percentage of annual  utilization  previously  paid for by Buyer (Excess  Annual
Utilization),  Buyer will be required to purchase the Excess Annual  Utilization
for each  Aircraft  in  Buyer's  Fleet on  December  31 of the year in which the
utilization of enhanced  thrust  exceeded the  percentage of annual  utilization
previously paid for by Buyer.

The price per aircraft for such Excess Annual  Utilization will be calculated by
multiplying the applicable factor corresponding to the Excess Annual Utilization
shown on the schedule below times the then current price difference  between two
such engines  rated at 23,500  pounds SLST and two such engines  rated at 22,000
pounds SLST (Then Current Price  Difference),  minus any amounts previously paid
by Buyer pursuant to paragraph 2.2 above and this paragraph 2.3.

                             Excess
                             Annual
                           Utilization                                Factor
                           -----------                                ------
                           16% - 20%                                   0.35
                           21% - 25%                                   0.40
                           26% - 30%                                   0.45
                           Over 30%                                    1.00

         Note:        Utilization  is a departure  in which  enhanced  thrust is
                      used. Annual utilization is the total number of departures
                      during  a given  year in  which  enhanced  thrust  is used
                      divided by the total  number of Buyer's  Fleet  departures
                      for the same year,  expressed as a  percentage  rounded to
                      the nearest whole percent.

In the event such Excess Annual  Utilization  exceeds thirty percent,  the price
will be the Then Current Price Difference, reduced by (i) any amounts previously
paid by Buyer for  utilization of the enhanced  thrust pursuant to paragraph 2.2
above  and  this  paragraph  2.3 and (ii) an  additional  amount  determined  by
multiplying the Then Current Price Difference times


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Western Pacific Airlines, Inc.
6-1162-JDR-399                      Page 4


the  aircraft  credit  factor  defined  in  Letter  Agreement  6-1162-  JDR-394,
paragraph 1.1.

         2.4              Payment For Excess  Annual  Utilization.  In the event
Buyer exceeds  fifteen percent annual  utilization and is therefore  required to
purchase  the  enhanced  thrust for a higher  percentage  of annual  utilization
pursuant to paragraph  2.3 above,  such payment will be made on a one time basis
and the  higher  percentage  of annual  utilization  so  purchased  will then be
allowed for subsequent  calendar years with no further payment required by Buyer
for such higher percentage of annual utilization.

Buyer will make any such payment for Excess Annual Utilization, if any, directly
to CFMI  concurrently with Buyer's submittal of the report of usage for the year
in which the usage exceeded the percentage of annual utilization previously paid
for by Buyer.

         2.5              Aircraft Not  Purchased  Under the  Agreement.  In the
event Buyer intends to utilize  enhanced thrust for aircraft not purchased under
the Agreement  which are currently in or  subsequently  added to Buyer's  fleet,
Boeing and Buyer  acknowledge  that  Buyer will enter into a separate  agreement
with CFMI,  containing  similar terms to those set forth herein,  to provide for
such enhanced thrust and any required hardware revisions.

3.       Alternate Forward Center of Gravity.

         In recognition of Buyer's  requirement  for aircraft  operation at high
altitude  airports and high  temperatures,  Boeing  agrees to provide  Buyer FAA
approved Flight Manual Appendices and to revise the operations manual for use of
alternate forward center of gravity limits for the Aircraft and for the existing
Model 737- 300 aircraft in Buyer's fleet.  Such utilization of alternate forward
center  of  gravity  will  be  subject  to  the  proposed  schedule  and  to the
limitations set forth in master change 0220MP3322.

Upon delivery of such Flight Manual  Appendices and operations manual revisions,
Boeing will issue to Buyer a credit memorandum in the amount of the then-current
price(s) of the master  change(s)  initiated to accomplish the Flight Manual and
operations  manual  revision(s),  such credit memorandum to be used only for the
purchase of such master change(s).



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Western Pacific Airlines, Inc.
6-1162-JDR-399                      Page 5

4.       Confidentiality.

         Buyer  understands  that certain  commercial and financial  information
contained in this Letter  Agreement are  considered  by Boeing as  confidential.
Buyer  agrees  that it will  treat this  Letter  Agreement  and the  information
contained herein as confidential and will not, without the prior written consent
of Boeing, disclose this Letter Agreement or any information contained herein to
any other person or entity, except as provided in Letter Agreement 1947-1.

Very truly yours,

THE BOEING COMPANY



By
  --------------------------------
Its  Attorney-In-Fact


ACCEPTED AND AGREED TO this

Date:                    , 1996


WESTERN PACIFIC AIRLINES, INC.



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



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