1947K/WPAWestern Pacific Airlines







                            CUSTOMER SUPPORT DOCUMENT

                                     between

                               THE BOEING COMPANY

                                       and

                         WESTERN PACIFIC AIRLINES, INC.





                   Exhibit C to Purchase Agreement Number 1947


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CUSTOMER SUPPORT DOCUMENT NO. 1947

Dated

Relating to

BOEING MODEL 737-300 AIRCRAFT



             This Customer  Support Document is Exhibit C 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 Customer Support Document consists of the following parts:


             PART A           Boeing Maintenance Training Program

             PART B           Boeing Customer Support Services

             PART C           Boeing Flight Training Program

             PART D           Technical Data and Documents

             PART E           Buyer's Indemnification of Boeing and Insurance

             PART F           Alleviation or Cessation of Performance


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                                     PART A

                       BOEING MAINTENANCE TRAINING PROGRAM


1.           General.

             This Part  describes  the  maintenance  training  to be provided by
Boeing (Maintenance  Training) at Boeing's training facility at or near Seattle.
The  Maintenance  Training  will be provided at no  additional  charge to Buyer,
except as otherwise provided herein. If any part of the Maintenance  Training is
not used by Buyer prior to delivery  of the first  Aircraft,  Boeing will not be
obligated  to provide  such  Maintenance  Training at a later  date,  unless the
parties have otherwise agreed in writing.

All  instruction,  examinations and materials shall be prepared and presented in
the English language and in the units of measure used by Boeing.

Buyer will be responsible  for the living expenses of Buyer's  personnel  during
Maintenance  Training.  For  Maintenance  Training  provided at or near Seattle,
Boeing will  transport  Buyer's  personnel  between  their local lodging and the
training facility.

2.           Maintenance Training Planning Conference.

             Within 30 days after  execution of the Agreement,  Boeing and Buyer
will  conduct  a  planning  conference  in order to  schedule  and  discuss  the
Maintenance Training.

3.           Maintenance Training Program.

             The  Maintenance  Training  Program  will (i) consist of  classroom
presentations supported by training materials and aids and (ii), if practicable,
include an escorted tour of aircraft  production  areas and/or flight lines. The
Maintenance Training will include the following courses:


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             3.1         General Familiarization Course.

                         This course provides  general  systems  information for
Buyer's upper management  personnel;  it does not address the maintenance of the
Aircraft and its systems in the detail required by maintenance personnel.

One class; up to 24 students.

             3.2         Mechanical/Power Plant Systems Course.

                         This  course  provides  mechanical  instruction  on the
maintenance  of  the  Aircraft  and  its  systems,   including  engine  systems.
Electrical  instruction,  where necessary,  will be provided in order to clarify
mechanical system operation.

Two classes; up to 15 students per class.

             3.3         Electrical Systems Course.

                         This course provides electrical instruction on
the  maintenance  of the  Aircraft and its systems,  including  engine  systems.
Mechanical  instruction,  where necessary,  will be provided in order to clarify
electrical system operation.

Two classes; up to 15 students per class.

             3.4         Avionics Systems Course.

                         This course provides instruction on the
maintenance of the Aircraft automatic flight control systems, communications and
navigation  systems. It is oriented to those personnel who specialize in trouble
analysis and line maintenance on avionics systems.

Two classes; up to 15 students per class.

             3.5         Corrosion Prevention and Control Course.

                         This course provides instruction on aircraft
corrosion prevention and control.

One class; up to 10 students.


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             3.6         Aircraft Rigging Course.

                         This course provides instruction on aircraft rigging to
provide Buyer's specialist  personnel with the necessary  information to rig all
flight control surfaces, landing gear components, aircraft doors and engines.

One class; up to 6 students at a mutually  acceptable  alternate  facility.  The
conditions  set forth in  paragraph 5 below will be  applicable  with respect to
Boeing providing such course.

             3.7         Advanced Composite Repair Course.

                         This course provides instruction for Buyer's structural
repair personnel and promotes understanding of the design philosophy, inspection
and repair of advanced composite components.

One class; up to 8 students.

4.           Post-Delivery Practical Observation.

             If requested by Buyer prior to the  conclusion  of the  Maintenance
Training Planning  Conference,  Boeing will coordinate the assignment of up to 8
of Buyer's maintenance  personnel to observe the routine  maintenance  practices
Boeing performs on the Aircraft during Buyer's flight
training in the Seattle area.


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5.           Training at a Facility Other Than Boeing's.

             If requested  prior to the conclusion of the  Maintenance  Training
Planning Conference,  Boeing will conduct the classroom training described above
(except  for the  Advanced  Composite  Repair  Course at a  mutually  acceptable
alternate training site, subject to the following
conditions:

             5.1         Buyer  will be  responsible  for  providing  acceptable
classroom  space  and  training   equipment   required  to  present  the  Boeing
courseware.

             5.2         Buyer will pay  Boeing's  then-current  per diem charge
for each Boeing instructor for each day, or fraction thereof, such instructor is
away from Seattle, including travel time.

             5.3         Buyer   will    reimburse    Boeing   for    round-trip
transportation  for Boeing's  instructors and training materials between Seattle
and such alternate training site.

             5.4         Buyer will pay, or  reimburse  Boeing  for,  all taxes,
fees, duties,  licenses,  permits and similar expenses incurred by Boeing or its
employees as a result of Boeing's providing the training at such alternate site.

             5.5         Those  portions of the training that require the use of
Boeing's training devices shall be conducted at Boeing-designated facilities.

6.           Supplier Training.

             The Maintenance  Training  includes  sufficient  information on the
location,  operation and servicing of Aircraft equipment,  accessories and parts
provided by suppliers to support line maintenance functions.

If  Buyer  requires  additional   maintenance   training  with  respect  to  any
supplier-provided  equipment,  accessories  or parts,  Buyer will  schedule such
training  directly  with  the  supplier.  If  Buyer  experiences  difficulty  in
scheduling   such  training,   Boeing  will,  if  requested,   assist  Buyer  in
coordinating and scheduling such training.


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7.           Student Training Material.

             No revision  service  will be provided  for the  material  provided
hereunder.

             7.1         Manuals.

                         Boeing will provide at the beginning of each
Maintenance Training course one copy of a training manual or equivalent for each
student attending such course.

             7.2         Panel    Description/Component    Locator/Field    Trip
Checklist Manual.

                         Boeing    will    provide    1   copy    of   a   Panel
Description/Component  Locator/Field  Trip Checklist  Manual for each student in
the applicable Maintenance Training course.

8.           Other Training Material.

             Boeing  will  provide  to  Buyer  1 set of the  following  training
materials,  as used in the General  Familiarization and Aircraft systems courses
/and Conversion course/.
Revision service will not be provided.

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             8.1         Visual Aids.

                         8.1.1       8-1/2  x   11-inch   blackline   projection
transparencies.

                         8.1.2       Full-scale  instrument panel wall charts in
the form of black and white copies and mylar reproducible copies.

                         8.1.3       Training slides.

             8.2         Reproducible Masters.

                         8-1/2 x  11-inch  prints  suitable  for black and white
reproduction of all graphics and applicable text.

             8.3         Video Programs.

                         Video  programs  on 3/4-inch  U-matic or  1/2-inch  VHS
cassette formats in NTSC, PAL or SECAM standards, as selected by Buyer.

             8.4         Courseware.

                         Boeing  will   provide  one  (1)  set  of   Micro-PLATO
courseware,  as used in the maintenance training courses described in paragraphs
3.2, 3.3 and 3.4, and  instructions  for courseware  installation and operation.
These lessons run on DOS based platforms.


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             8.5         Shipment of Materials.

                         The training materials  described above will be shipped
to  Buyer  30 days  after  completion  of the  first  class  of each  applicable
Maintenance Training course.

             8.6         Training Material - Aircraft Configuration.

                         The  visual  aids and  reproducible  masters  described
above  will,  at  the   conclusion  of  the  shipments   thereof,   reflect  the
configuration of the first Aircraft as delivered to Buyer.

9.           Course Completion Records.

             At the completion of the Maintenance Training,  Boeing will provide
Buyer with course completion records consisting of the following:

             9.1         Master copies of all examinations given.

             9.2         Attendance and examination records for each student.

             9.3         Certificate  of Completion for each course each student
successfully completes.


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                                     PART B

                        BOEING CUSTOMER SUPPORT SERVICES


1.           General.

             This Part  describes the support  services to be provided by Boeing
at no additional charge to Buyer, unless otherwise specified herein. Except with
respect to Field  Services the services  described in this Part will be provided
by Boeing during a period  commencing  with  delivery of the first  Aircraft and
continuing so long as one Aircraft is regularly  operated by Buyer in commercial
air transport service.

2.           Field Service Engineering.

             Boeing will furnish field service representation to advise Buyer on
maintenance and operation of the Aircraft (Field Services) as follows:

             2.1 Field  Services  will be  available to Buyer at or near Buyer's
main maintenance or engineering facility for periods beginning prior to delivery
of each Aircraft and  terminating 12 months after delivery of each such Aircraft
(Field Service  Period(s)).  If such Field Service  Periods  overlap,  the Field
Services will be provided concurrently.

             2.2 Buyer will furnish at no charge to Boeing suitable office space
and equipment that will include desks,  chairs,  file cabinets and an electrical
power source in, or convenient  to,  Buyer's  facility where Boeing is providing
Field Services.  As required,  Buyer will assist each  representative  providing
Field Services with visas, work permits, customs, mail handling,  identification
passes, and local airport authorities.

             2.3 In  addition  to the Field  Services  referred  to  above,  the
services of any Boeing field  service  representative  will also be available to
Buyer anywhere Buyer may land the Aircraft.

             2.4  Boeing  may,  from time to time,  provide  additional  support
services in the form of Boeing  personnel  visiting  Buyer's  facilities to work
with Buyer's personnel in an advisory capacity.

3.           Additional Engineering Support Services.


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             Boeing will,  if requested by Buyer in writing,  provide  technical
advisory assistance with respect to the Aircraft and accessories,  equipment and
parts  manufactured to Boeing's detailed design and installed in the Aircraft at
the time of delivery. Such technical advisory assistance, which will be provided
from Seattle, will include:

             3.1         analysis  of and  comment  on any  Aircraft  service or
operational  problem  experienced by Buyer,  in order to determine the nature of
the problem and its cause and to suggest possible solutions;

             3.2         analysis of and comment on Buyer's engineering releases
relating  to  structural  repairs  of  the  Aircraft  not  covered  by  Boeing's
Structural Repair Manual; and

             3.3         analysis   of  and   comment  on  Buyer's   engineering
proposals for changes in, or  replacement  of, parts,  accessories  or equipment
manufactured to Boeing's detailed design  (excluding  computer software embedded
or included  therein);  provided  that Boeing will not analyze or comment on any
such change or replacement  which  constitutes a major structural  change, or on
any  engineering  release  related  thereto,  unless  Buyer's  request  for such
analysis   and   comment  is   accompanied   by  complete   detailed   drawings,
substantiating  data (including data, if any, required by applicable  government
agencies),  all stress or other appropriate  analysis,  and a specific statement
from Buyer of the kind of review and response desired by Buyer.

4.           Special Services.

             4.1         Facilities, Ground Equipment and  Maintenance  Planning
Assistance.

                         Boeing will, at Buyer's request,  send qualified Boeing
engineering  representatives  to Buyer's main base to evaluate Buyer's technical
facilities,  tools and equipment for servicing and maintaining the Aircraft,  to
recommend  changes where  necessary and to assist in the  formulation of Buyer's
overall maintenance plan.


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             4.2         Additional Services.

                         Boeing  may,  at Buyer's  request,  provide  additional
special services with respect to the Aircraft after delivery,  which may include
such items as Master Changes (Kits and/or Data),  training and  maintenance  and
repair of the Aircraft.  Providing such  additional  services will be subject to
(i) mutually  acceptable  price,  schedule  and scope of work and (ii)  Boeing's
then-current  standard  contract  therefor,  including  disclaimer  and release,
exclusion of consequential and other damages and  indemnification  and insurance
requirements.

             4.3         Post-Delivery Aircraft Services.

                         If Boeing  performs  unanticipated  work on an Aircraft
after delivery of such Aircraft,  but prior to its initial  departure flight, or
upon its return to Boeing's  facilities prior to completion of such flight,  the
following provisions will apply:

                         4.3.1       Title  to and  risk  of  loss  of any  such
Aircraft will at all times remain with Buyer.

                         4.3.2       The  provisions of the Boeing  Warranty set
forth in Exhibit B of this Agreement will apply to such work.

                         4.3.3       Buyer will  reimburse  Boeing for such work
to the extent that it is not covered by the Boeing  Warranty  applicable  to the
Aircraft.

                         4.3.4       The disclaimer and Release and Exclusion of
Consequential  and Other  Damages  provisions  set forth in  Article  12 of this
Agreement and the  indemnification  and insurance  provisions  set forth in this
Exhibit C will apply to such Boeing work.

                         4.3.5       In  performing  such work,  Boeing may rely
upon the commitment authority of Buyer's personnel requesting such work.

5.           Additional Informational Services.

             Boeing  may,  from  time to time,  provide  Buyer  with  additional
services in the form of information  about the Aircraft or other aircraft of the
same type,  including  information  concerning design,  manufacture,  operation,
maintenance, modification, repair and in-service experience.


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                                     PART C

                         BOEING FLIGHT TRAINING PROGRAM


1.           General.

             This Part  describes  the flight  training to be provided by Boeing
(Flight Training) at or near Seattle, or at some other location to be determined
pursuant to this Part.  The Flight  Training  will be provided at no  additional
charge to Buyer,  unless otherwise  specified  herein. If any part of the Flight
Training  is not used by  Buyer  within 6 months  after  delivery  of the  first
Aircraft,  Boeing will not be  obligated  to provide  such Flight  Training at a
later date unless the parties have otherwise agreed in writing.

All  instruction,  examinations  and materials will be prepared and presented in
the English language and in the units of measure used by Boeing.

Buyer will be responsible  for living expenses of Buyer's  personnel  during the
Flight Training Program. For Flight Training provided at or near Seattle, Boeing
will transport  Buyer's  personnel  between their local lodging and the training
facility.

2.           Flight Training Planning Conference.

             Within 30 days after  execution of the Agreement,  Boeing and Buyer
will conduct a planning  conference  in order to schedule and discuss the Flight
Training.

3.           Flight Training Program.

             The  Flight   Training   Program  will  consist  of  the  following
transition training:

             3.1         Flight Crew Training Course.

                          This  FAA-approved  course is designed to train flight
crews to operate  the  Aircraft  safely and  efficiently  under both  normal and
nonnormal  conditions.  The course  includes  systems and  procedures  training,
flight simulator

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training and actual flight  training  utilizing an Aircraft  delivered to Buyer.
The flight  crew  training  may  include  instructor  training of an agreed upon
number of Buyer's personnel.

Two classes; up to 4 cockpit crews in each class.

             3.2         Flight Dispatcher Training Course.

                          This course provides  familiarization  training on the
Aircraft's systems, operation,  performance capabilities and a brief description
of  the  Aircraft's   limitations,   followed  by  in-depth  coverage  of  basic
performance,  flight analysis,  performance for nonstandard operation and flight
planning.

Two classes; up to 6 students per class.

             3.3         Flight Attendant Training Course.

                          This course provides familiarization training
for  airline  passenger  service  personnel.  It includes a  description  of the
Aircraft and its features.  Emphasis is placed on the equipment and  furnishings
with which the flight attendant is concerned.  Particular  attention is given to
the  attendant's  functions  related to  communications,  lighting and emergency
equipment. When practicable,  a field trip to an aircraft is arranged to observe
operation, location and arrangement of equipment.

Two classes; up to 12 students per class.


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             3.4         Performance Engineer Training Courses.

                         Three  types of courses are offered. A schedule for the
courses is published and mailed to all Boeing  aircraft  operators  semiannually
and an agreed upon number of Buyer's personnel may attend.

                         3.4.1       General Performance Engineer Course.

                                     This  course  provides   detailed  aircraft
performance  information for personnel  involved in route planning,  performance
analysis and evaluation and engineering  flight  testing.  The course includes a
review of basic high-speed  aerodynamics  and engine  performance and operation.
Students  will make  calculations  to help them  recognize  and  understand  the
variables which influence turbojet aircraft performance.

                         3.4.2       Model-Specific Performance Engineer Course.

                                     This  course  relates to a  specific  model
aircraft.  It covers a brief review of basic  aerodynamics  and basic jet engine
performance,  followed by detailed  coverage  of  specific  performance  for the
aircraft model type. Detailed flight planning,  including emergency  conditions,
is covered.

                         3.4.3       Operational  Performance  Engineer  Course.

                                     This  course is directed  toward  personnel
who have completed the  performance  engineer  general and specific  courses and
have several years' related experience. The course includes expanded coverage of
aircraft noise,  runway loading,  and various  operational,  safety and economic
considerations.

4.           Training at a Facility Other Than Boeing's.

             If  requested  prior  to  the  conclusion  of the  Flight  Training
Planning Conference,  Boeing will conduct the Flight Crew, Flight Dispatcher and
Flight  Attendant  training at a mutually  acceptable  alternate  training site,
subject to the
following conditions:


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             4.1         Buyer will be responsible for providing classroom space
acceptable  to Boeing,  a flight  simulator and training  equipment  required to
present the Boeing courseware.

             4.2         Buyer will pay  Boeing's  then-current  per diem charge
for each Boeing instructor for each day, or fraction thereof, such instructor is
away from Seattle, including travel time.

             4.3         Buyer   will    reimburse    Boeing   for    round-trip
transportation  for Boeing's flight training  instructors and materials  between
Seattle and such alternate site.

             4.4         Buyer will pay, or  reimburse  Boeing  for,  all taxes,
fees, duties, licenses,  permits and similar expenses incurred by Boeing and its
employees as a result of Boeing's providing the training at such alternate site.

             4.5         Those  portions of the training that require the use of
Boeing's training devices will be conducted at Boeing-designated facilities.

5.           Student Training Material.

             Student training material,  in Boeing's  then-standard format, will
be  provided  to Buyer's  personnel  (1 set per  student)  as listed  below.  No
revision service will be provided for the material provided hereunder.

             5.1         Flight Crew Course.

                         Operations Manual
                         Quick Reference Handbook
                         Student Training Manual
                         Flight Crew Training Manual
                         Instrument Training Manual - as required

             5.2         Flight Dispatcher Course.

                         Flight Dispatcher Training Manual

             5.3         Flight Attendant Course.

                         Flight Attendant Training Manual


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             5.4         Performance Engineer Courses.

                         Assorted documents, excerpts and handouts.

6.           Other Training Materials.

             At the conclusion of the Flight  Training,  Boeing will provide one
set of the following material, as used in the Flight Training Program.  Revision
service will not be provided for these materials.

             6.1         Computer Based Training (CBT).

                         Boeing will provide a copy of Boeing developed
CBT materials used in the Flight  Training  Program.  This CBT  courseware  will
reflect major configuration  options delivered on Buyer's first Aircraft.  Buyer
will require  certain  equipment  and materials in order to use the CBT Program.
Equipment  and  materials  required to run the CBT  Program  will be procured by
Buyer at Buyer's expense. The CBT materials provided include the following:

                         6.1.1       1 copy of lesson files supplied on
CD-ROM disc.

                         6.1.2       1  paper  copy  of  loading  and  operation
instructions  for  installing  the  lessons  on an  MS-DOS  compatible  Personal
computer or File Server.

                         6.1.3       1 copy of the runtime software  required to
run the CBT lessons.

             6.2         Full-Scale Color Instrument Panel Wall Charts.

             6.3         Flight Crew Training Record.

             6.4         Examinations Questions.

             6.5         Student Training Manual.

             6.6 Video  programs  on 3/4-inch  U-matic or 1/2 inch VHS  cassette
format in NTSB, PAL or SECAM standards as selected by Buyer.


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             6.7         Flight Attendant Manual (50 copies).

             6.8         Flight  Attendant  Training Course (script,  slides and
video tapes on 3/4-inch  u-matic or 1/2 inch VHS cassette format in NTBC, PAL or
SECAM standards as selected by Buyer).

7.           Ferry Assistance.

             7.1         Subject  to  availability  and if  requested  by Buyer,
Boeing will  provide  flight crew  personnel  to ferry,  or assist in  ferrying,
Buyer's first Aircraft to a Buyer-designated base.

             7.2         If  requested  by Buyer and  subject  to  availability,
Boeing will provide a Boeing  navigator and a navigational aid ferry kit for the
ferry flight of Buyer's first Aircraft, subject to the following:

                         7.2.1       timely   receipt   by  Boeing  of   Buyer's
purchase order to cover the payments referred to herein;

                         7.2.2       acceptance    by    Buyer    of    Boeing's
then-standard  agreement  related to the provision of the navigational aid ferry
kit;

                         7.2.3       payment by Buyer of  Boeing's  then-current
per diem charge for the Boeing navigator for each day, or fraction thereof, such
navigator is away from Seattle, including travel time;

                         7.2.4       reimbursement  of  Boeing  by Buyer for the
cost of return-trip transportation for such navigator to Seattle;

                         7.2.5       payment  by  Buyer,  or   reimbursement  of
Boeing for, all taxes,  fees,  duties,  licenses,  permits and similar  expenses
incurred by Boeing and its employees hereunder.

                         7.2.6       Buyer will also comply  with the  insurance
requirements set forth in Part E of this Exhibit C.


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8.           Revenue Service Training.

             Boeing will  provide  revenue  service  training  (Revenue  Service
Training)  for Buyer's  flight  crews for up to 90 calendar  days of  instructor
pilot services at a base designated by Buyer. Such training will be conducted by
the Boeing instructor  pilot(s) on Buyer's Aircraft during revenue service.  The
training  period will commence upon departure of such  instructor  pilot(s) from
Seattle   via  the  ferry   flight   referred  to  above,   or  via   commercial
transportation,  and will terminate upon the return of such instructor  pilot(s)
to  Seattle.   Buyer  will  reimburse   Boeing  for  round-trip  or  return-trip
transportation, as applicable, for such instructor pilot(s).

9.           Flight Operations Support.

             9.1         Approximately 6 months after  completion of the Revenue
Service   Training,   Boeing  will,   if  requested  by  Buyer,   provide  at  a
Buyer-designated  base the  services  of 1  instructor  pilot  for a  period  of
approximately 2 weeks to review Buyer's flight crew operations, and/or to assist
Buyer's instructor  personnel in conducting  proficiency  checks. Such review or
assistance  will be during flight  operations on Buyer's  Aircraft by the Boeing
instructor  pilot and will be limited to  observations  of Buyer's cockpit crew.
Buyer will reimburse  Boeing for round-trip  transportation  for such instructor
pilot between Seattle and Buyer's designated base.


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             9.2         Subject to availability of instructor personnel, Boeing
will, from time to time, provide at a  Buyer-designated  base 1 instructor pilot
for brief  periods for the purpose of providing  information  regarding  current
operational  procedures  and flight  observations  by such  instructor  pilot on
Buyer's Aircraft when appropriate.

10.          Operations Engineering Support.

             If requested by Buyer,  Boeing will provide operations  engineering
support during the ferry flight  referred to above.  Thereafter,  for so long as
any  Aircraft is operated by Buyer in  scheduled  revenue  service,  Boeing will
provide,  from time to time,  operations  engineering support in Seattle or at a
Buyer-designated  base, as the parties may agree. Such support will include: (i)
assisting  Buyer in analyzing and preparing  performance  data to be used in the
establishment  of  operating   practices  and  policies  for  Buyer's  efficient
operation of the Aircraft;  (ii)  assisting  Buyer in  interpreting  the minimum
equipment  list,  the  definition of the  configuration  deviation  list and the
analysis of individual  Aircraft  performance  through in-service audits;  (iii)
assisting  Buyer in solving  operational  problems  associated with delivery and
route-proving  flights;  and (iv) providing  information  regarding  significant
service items relating to Aircraft performance or flight operations.

11.          General Terms and Conditions and Indemnification.

             11.1        Boeing flight instructor personnel will not be required
to work in  excess  of 5 days per week,  nor in  excess  of  8-hours  in any one
24-hour period,  of which not more than 5 hours per 8-hour workday will be spent
in actual flying;  provided,  however, that the foregoing  restrictions will not
apply with respect to ferry  assistance or Revenue  Service  Training  services,
which will be in accordance  with FAA rules and  regulations,  unless  otherwise
agreed during the Flight Training Planning Conference.

             11.2        Buyer will pay or reimburse Boeing for all taxes, fees,
duties,  licenses,  permits  and  similar  expenses  incurred  by Boeing and its
employees as a result of Boeing's providing Revenue Service Training.

             11.3        Boeing will provide  normal line  maintenance  services
for any  Aircraft  delivered  to Buyer while such  Aircraft is used for a Flight
Crew Training  Course at or near Seattle.  Buyer will provide such services if a
Flight Crew Training Course is conducted elsewhere. Normal line

P.A. No. 1947                          C
K/WPA                                 C-8


<PAGE>



maintenance  is defined as that standard of line  maintenance  that Boeing might
reasonably  be  expected  to furnish to its flight crew  training  customers  at
Boeing Field,  Seattle,  and will include ground support and Aircraft storage in
the open,  but will not include  provision  of spare  parts.  Regardless  of the
location of such training,  Buyer will be responsible  for the  acquisition  and
supply of, and the charges for, all maintenance items (other than those included
in normal line maintenance)  required during such training,  including,  but not
limited to,  fuel,  oil,  landing fees and spare  parts.  In  addition,  if such
training  is  conducted  at or near  Seattle,  and if the  training  Aircraft is
damaged during such training,  except for Major Damage (as hereinafter  defined)
Boeing will make all  necessary  repairs to the damaged  Aircraft.  Such repairs
will be  performed  by Boeing as promptly as  possible.  Buyer will pay Boeing's
reasonable charge,  including the price of parts and materials,  for making such
repairs.  At  Buyer's  request  Boeing  will also  repair  Major  Damage to such
Aircraft,  provided  Boeing and Buyer  enter into an  agreement  for  additional
services as provided  for in this  Customer  Support  Document.  Major Damage is
defined as damage for which Boeing's  charge for labor is estimated by Boeing to
exceed $25,000.

             11.4        During  the  Flight  Training  contemplated  hereunder,
several airports in the states of Washington, Montana and Oregon, as well as the
services  of the fixed base  operator  at Grant  County  Airport at Moses  Lake,
Washington,  may be used.  Unless  otherwise  agreed during the Flight  Training
Planning Conference,  it will be Buyer's responsibility to make arrangements for
the use of such airports.

             11.5        If Boeing makes arrangements on behalf of Buyer for the
use of airports for flight training hereunder, Boeing will pay on Buyer's behalf
any landing fee charged to Buyer by any  airport  used in  conjunction  with the
Flight  Training  provided in the Seattle area.  Not later than 30 days prior to
the start of such Flight Training, Buyer will provide to Boeing an open purchase
order  against  which Boeing will invoice Buyer for any such landing fee paid by
Boeing on Buyer's behalf.  Such invoice will be submitted to Buyer approximately
60 days after  completion  of such Flight  Training when all landing fee charges
have been received and verified.  Payment by Buyer to Boeing will be made within
30 days of the date of such invoice.


P.A. No. 1947                          C
K/WPA                                 C-9


<PAGE>


             11.6        If  requested by Boeing,  Buyer will make  available to
Boeing a delivered  Aircraft for the purpose of familiarizing  Boeing instructor
or ferry  flight crew  personnel  with  operating  special  equipment or systems
installed in such Aircraft. If flight of the Aircraft is required for any Boeing
instructor or ferry flight crew member to maintain such  instructor's  or flight
crew  member's  FAA  license  for flight  proficiency  or landing  currency  for
aircraft of the same model type as the Aircraft,  Boeing will be responsible for
the cost of fuel, oil, landing fees and spare parts attributable to that portion
of any flight. Buyer's authorization of the use of its Aircraft pursuant to this
paragraph applies only to Boeing instructors assigned to conduct Flight Training
and a reasonable  number of alternate  instructors  and to members of any flight
crew (including  navigator,  if needed) who will participate in the ferry flight
of an Aircraft hereunder.

P.A. No. 1947                          C
K/WPA                                 C-10


<PAGE>


                                     PART D

                          TECHNICAL DATA AND DOCUMENTS


1.           General.

             Boeing  will  furnish  to Buyer  the data and  documents  set forth
herein at no additional charge to Buyer, unless otherwise specified herein. Such
data and documents will, where applicable, be prepared essentially in accordance
with  the  provisions  of  Revision  29  excluding   FRM/FIM  to  Air  Transport
Association of America (ATA) Specification No. 100, dated June 1, 1956, entitled
"Specification for  Manufacturers'  Technical Data", with the following specific
exceptions:  The  Illustrated  Parts  Catalog,  will be prepared  essentially in
accordance  with the  provisions  of Revision  28. The  Overhaul  and  Component
Maintenance  Manuals will be written to the ATA Revision level  established  for
the airplane model the component was originally used on. Such data and documents
are only intended to provide Buyer with  pertinent  information  on  components,
equipment  and  installations  designed by Boeing for aircraft of the same model
type as the  Aircraft.  Such data and  documents  will be in English  and in the
units of measure used by Boeing,  except as otherwise specified herein or as may
be required to reflect Aircraft instrumentation.

2.           Treatment of Data and Documents.

             2.1         The data and  documents  provided by Boeing  under this
Agreement  ("Documents")  are  licensed  to Buyer.  They  contain  confidential,
proprietary and/or trade secret information  belonging to Boeing; and Buyer will
treat them in confidence and use and disclose them only for Buyer's own internal
purposes  as  specifically  authorized  herein.  If Buyer  makes  copies  of any
Documents, the copies will also

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


<PAGE>



belong to Boeing and be treated as Documents  under this  Agreement.  Buyer will
preserve all restrictive  legends and  proprietary  notices on all Documents and
copies.

             2.2         All Documents will only be used: (a) for the purpose of
maintenance,  repair,  or modification of an Aircraft or spare part as permitted
in the Spare Parts GTA or Customer  Services GTA between  Buyer and Boeing,  and
then only in connection with an Aircraft or spare part for which the Document in
question is tabulated or  identified by Boeing  serial  number,  and (b) for the
purpose of Buyer's own development  and manufacture of training  devices for use
by Buyer, in connection with the Aircraft.

             2.3         Any Document may be provided to Buyer's contractors for
maintenance,  repair,  or  modification  of the  Aircraft;  and Airplane  Flight
Manuals,  Operations  Manuals,  Aircraft  Maintenance  Manuals,  Wiring  Diagram
Manuals, System Schematics Manuals, Component  Maintenance/Overhaul  Manuals and
assembly and  installation  drawings may be provided to Buyer's  contractors for
development  and manufacture of training  devices for use by Buyer,  but in both
cases,  only if Buyer's  contractor  is, at the time of transfer  of  Documents,
bound by a Boeing  Customer  Services  GTA,  or  other  appropriate  proprietary
information protection agreement with Boeing, applicable to the Documents.

3.           Document Formats and Quantities.

             The  Documents  set forth in the  Attachment  will be  provided  by
Boeing  to  Buyer  in  the  quantities  and  formats  specified  therein.  Where
available,  Buyer may select  Boeing  standard  digital  format as the  delivery
medium or,  alternatively,  Buyer may select a  reasonable  quantity  of printed
(one-side or two-side) and 16mm microfilm (diazo or silver halide) formats. When
Boeing standard digital format is selected, Buyer may also select no more than 5
copies of  printed  and  microfilm  format  copies,  with the  exception  of the
Illustrated  Parts Catalog,  which will be provided in one selected format only.
The  standard  digital  format used to deliver data and  documents  furnished by
Boeing is structured  essentially in accordance  with the Digital Data Standards
portion  of ATA  Specification  No.  100,  revision  28 or  later  for  text and
graphics.  The text is delivered in SGML or print file format.  The graphics are
delivered in Computer  Graphics  Metafile  (CGM) vector  format and Tagged Image
File Format (TIFF) raster format. The following is a list of exceptions to these
formats.  The Illustrated Parts Catalog (IPC) text is delivered in a fixed field
format and graphics are delivered in TIFF. The Wiring Diagram Manual (WDM)

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


<PAGE>



and System  Schematics  Manual (SSM) can be delivered in ATA  compliant  formats
(SGML text and CGM graphics) in accordance to a Boeing  Document Type Definition
(DTD). Data will be provided on standard magnetic tape unless otherwise shown in
details of Part D.

4.           Data and Documents - Incremental Increase.
             -----------------------------------------

             Until  one year  after  delivery  of the last  Aircraft,  Buyer may
annually  request  in  writing a  reasonable  increase  in the  quantity  of the
technical Documents identified in the Attachment with the exception of microfilm
master copies,  digital formats,  and all others for which a specified number of
copies  are  provided.  Boeing  will  provide  the  additional  quantity  at  no
additional charge to Buyer beginning with the next normal revision cycle.  Buyer
may request a decrease in revision quantities at any time.

5.           Advance Representative Copies.

             All advance  representative  copies  referred to in the  Attachment
will be selected  by Boeing  from  available  documents  and will be  reasonably
representative of the Aircraft. Such advance copies will be for advance planning
purposes only and may reflect another buyer's  aircraft  configuration  which is
similar to Buyer's Aircraft configuration.

6.           Customized Documents.

             All customized Documents referred to in the Attachment will reflect
the configuration of the Aircraft as delivered by Boeing to Buyer and any Boeing
standard format, instructions or procedures applicable thereto.

7.           Revisions.

             7.1         Revision Service.

                         Boeing will  provide  revisions  to those  Documents so
identified in the Attachment,  reflecting  changes as developed by Boeing.  Such
revisions  will be  provided  in the  quantities  and  formats  set forth in the
Attachment,  and will be provided  for so long as Buyer  operates  an  Aircraft,
unless otherwise specified therein.

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


<PAGE>


             7.2         Revisions    Based   on   Boeing    Service    Bulletin
Incorporation.

                         If Boeing receives written notice from Buyer that Buyer
intends to incorporate, or has incorporated,  any Boeing service bulletin in the
Aircraft,  Boeing  will  at no  charge  issue  revisions  to  the  Documents  so
identified in the Attachment,  reflecting the effects of such incorporation into
the Aircraft.  Such  revisions will be issued in the same format and quantity as
the  original  publication  to  which  the  revisions  pertain,  for the  period
specified in the Attachment and, thereafter, in printed form.

8.           COMPUTER SOFTWARE DOCUMENTATION FOR BOEING
             MANUFACTURED AIRBORNE COMPONENTS AND EQUIPMENT.

             Boeing will provide to Buyer a Computer Software Index containing a
listing  of (i)  all  programmed  airborne  avionics  components  and  equipment
manufactured  by  Boeing  or a Boeing  subsidiary,  designed  and  developed  in
accordance  with  Radio  Technical   Commission  for  Aeronautics  Document  No.
RTCA/DO-178 dated January 1982, No.  RTCA/DO-178A  dated March 1985, or later as
available,  and installed in the Aircraft by Boeing and (ii)  specific  software
documents (Software Documentation) available to Buyer from Boeing for the listed
components and equipment.

Two copies (printed both sides) of the Computer Software Index will be furnished
to Buyer with the Aircraft.  Revisions to the Computer Software Index applicable
to the  Aircraft  will be issued to Buyer as such  revisions  are  developed  by
Boeing for so long as Buyer operates the Aircraft.

Software  Documentation  will be provided to Buyer upon Buyer's  written request
therefor  after  delivery  of the  Aircraft.  The  charge to Buyer for  Software
Documentation shall be Boeing's price to reproduce the Software Documentation so
requested.  Software  Documentation  will be prepared  essentially in accordance
with the provisions of Air Transport  Association of America (ATA) Specification
No. 102, entitled "Specification for Computer Software Manual," as revised April
20, 1983; but Software  Documentation  will not include,  and Boeing will not be
obligated to provide,  any code (including,  but not limited to, original source
code, assembled source code, or object code) on computer sensible media.


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


<PAGE>


9.           Supplier Technical Data.

             9.1         For supplier-manufactured  programmed airborne avionics
components  and equipment  classified  as Seller  Furnished  Equipment  (SFE) or
Seller Purchased  Equipment (SPE) which contain computer  software  designed and
developed in accordance with Radio Technical Commission for Aeronautics Document
No. RTCA/DO-178 dated January 1982, No.  RTCA/DO-178A dated March 1985, or later
as  available,  Boeing will request that each  supplier of such  components  and
equipment  make  software   documentation  for  such  components  and  equipment
available  to Buyer in manner  similar to that  described in paragraph 8 of this
Part.

             9.2         The provisions of this paragraph will not be applicable
to items of Buyer Furnished Equipment (BFE).

             9.3         Boeing will furnish to Buyer Document "Customer Service
and Product Support  Agreements for Supplier Designed  Equipment." This document
contains the terms and  conditions  of the product  support  agreements  between
Boeing  and its  suppliers,  covering  suppliers'  responsibilities  to  support
Buyer's requirements for data and services in support of the Aircraft.

10.          Buyer Furnished Equipment Data.

             Boeing will  incorporate  Buyer  Furnished  Equipment Data into the
customized publications and data addressed herein providing Buyer makes the data
available to Boeing within 30 days after execution of the Agreement.

11.          Additional Data and Documents.

             If Boeing provides data or documents other than Documents which are
not covered by a Boeing Customer Services GTA or other  proprietary  information
protection  agreement between Boeing and Buyer, all such data and documents will
be considered things delivered under this Agreement and treated as Documents.

12.          Technical Data and Documents Shipping Charges.

             Boeing pays the reasonable  transportation  costs of the Documents.
Buyer is responsible for any customs clearance charges,  duties, and value added
tax.


P.A. No. 1947                          C
K/WPA                                 D-5


<PAGE>


13.          Buyer's Shipping Address.

             The  Documents  furnished to Buyer  hereunder are to be sent to the
address set forth below. Buyer will promptly notify Boeing of any change to such
address:

             Western Pacific Airlines, Inc.
             5750 E. Fountain Blvd.
             Colorado Springs, Colorado   80916

             Attention:  Technical Publications


P.A. No. 1947                          C
K/WPA                                 D-6


<PAGE>


Attachment to
Part D of Exhibit C to
Purchase Agreement No. 1947
Page 1

Item              Description                                Quantity
----              -----------                                --------



A.      FLIGHT OPERATIONS

1.      Airplane Flight Manual

        a.   Advance Representativ              Format:    1  Printed One Side
             Copy                               Revisions: No
                                                Delivery:  90 days after signing
                                                           Purchase Agreement

        b.   Customized Manual                  Format:    1  Printed One Side
                                                Revisions: Yes
                                                Delivery:  On-board each
                                                           Aircraft

                                                Format:    __ Printed One Side
                                                Revisions: Yes
                                                Delivery:  30 days after
                                                           delivery of first
                                                           Aircraft

2.      Operations Manual and
        Quick Reference Handbook

        a.   Advance Representative            Format:     __ Printed  Two Sides
             Copy                              Revisions:  No
                                               Delivery:   90 days after signing
                                                           Purchase Agreement

        b.   Customized Manual                 Format:     __ Printed Two Sides
                                               Revisions:  Yes
                                               Delivery:   Concurrent with
                                                           delivery of first
                                                           Aircraft

3.      Weight and Balance Manual

        a.   Chapter 1 "Control"

             1.   Advance Representative       Format:     __ Printed Two Sides
                  Copy                         Revisions:  No
                                               Delivery:   90 days after signing
                                                           Purchase Agreement

             2.   Customized Manual            Format:     __ Printed Two Sides
                                               Revisions:  Yes
                                               Delivery:   Concurrent with
                                                           delivery of first 
                                                           Aircraft


P.A. No. 1947
K/WPA

<PAGE>

Attachment to
Part D of Exhibit C to
Purchase Agreement No. 1947
Page 2

Item              Description                                Quantity
----              -----------                                --------



        b.   Chapter 2 "Aircraft               Format:     __ Printed One Side
             Reports"                          Revisions:  No
                                               Delivery:   On board each
                                                           Aircraft

4.      Dispatch Deviation                     Format:     __ Printed Two Sides
        Procedures Guide                       Revisions:  Yes
                                               Delivery:   Concurrent with
                                                           delivery of first
                                                           Aircraft

5.      Flight Crew Training Manual            Format:     __ Printed Two Sides
                                               Revisions:  Yes
                                               Delivery:   Concurrent with
                                                           delivery of first
                                                           Aircraft

6.      Performance Engineer's                 Format:     2  Printed Two Sides
        Manual                                 Revisions:  Yes
                                               Delivery:   Concurrent with
                                                           delivery of first
                                                           Aircraft

P.A. No. 1947
K/WPA

<PAGE>


Attachment to
Part D of Exhibit C to
Purchase Agreement No. 1947
Page 3

Item              Description                                Quantity
----              -----------                                --------


7.      Jet Transport                          Format:     2  Printed Two Sides
        Performance Methods                    Revisions:  Yes
        (Common to other models,               Delivery:   90 days prior to
         quantity indicates total                          delivery of First
         requested)                                        Aircraft

8.      FMC Supplemental                       Format:     2  Printed Two Sides
        Data Document                          Revisions:  Yes
                                               Delivery:   90 days prior to
                                                           delivery of first
                                                           Aircraft

9.      Operational Performance
        Software (OPS)

        a.   Inflight and Report               Format:     1  9 Track Magnetic
             (INFLT/REPORT) Software                          Tape in ASCII
                                                              Format
                                                           1  3.5 Inch (1.44MB)
                                                              IBM Compatible
                                                              Diskette
                                                           1  3.5 Inch (1.4MB)
                                                              Macintosh Diskette
                                               Revisions:  Yes
                                               Delivery:   Concurrent with
                                                           delivery of first
                                                           Aircraft

        b.   Airplane Performance              Format:     1  9 Track Magnetic
             Monitoring (APM/HISTRY)                          Tape in ASCII
             Software                                         Format
                                                           1  3.5 Inch (1.44MB)
                                                              IBM Compatible
                                                              Diskette
                                                           1  5.25 Inch (1.2MB)
                                                              IBM Compatible
                                                              Diskette
                                                           1  3.5 Inch (1.4MB)
                                                              Macintosh Diskette
                                               Revisions:  Yes
                                               Delivery:   Concurrent with
                                                           delivery of first
                                                           Aircraft


P.A. No. 1947
K/WPA



<PAGE>


Attachment to
Part D of Exhibit C to
Purchase Agreement No. 1947
Page 4

Item              Description                                Quantity
----              -----------                                --------

        c.   Takeoff Analysis Software         Format:     1  9 Track Magnetic
                                                              Tape in ASCII
                                                              Format
                                                           1  3.5 Inch (1.44MB)
                                                              IBM Compatible
                                                              Diskette
                                                           1  5.25 Inch (1.2MB)
                                                              IBM Compatible
                                                              Diskette
                                                           1  3.5 Inch (1.4MB)
                                                              Macintosh Diskette
                                               Revisions:  Yes
                                               Delivery:   Concurrent with
                                                           delivery of first
                                                           Aircraft

        d.   Landing Analysis Software         Format:     1  9 Track Magnetic
                                                              Tape in ASCII
                                                              Format
                                                           1  3.5 Inch (1.44MB)
                                                              IBM Compatible
                                                              Diskette
                                                           1  5.25 Inch (1.2MB)
                                                              IBM Compatible
                                                              Diskette
                                                           1  3.5 Inch (1.4MB)
                                                              Macintosh Diskette
                                               Revisions:  Yes
                                               Delivery:   Concurrent with
                                                           delivery of first
                                                           Aircraft

10.     ETOPS Guide Vol. III                   Format:     Printed Two Sides
        (Operational Guidelines                Revisions:  No
         and Methods)                          Delivery:   90 days after signing
                                                           Purchase Agreement

B.      MAINTENANCE

1.      Aircraft Maintenance Manual

        a.   Advance Representative            Format:     __  Printed
             Copy (Check One)                              __  Microfilm, 16mm
                                                           __  duplicate
                                                           __  Digital Format
                                               Revisions:  No
                                               Delivery:   90 days after signing
                                                           Purchase Agreement

P.A. No. 1947
K/WPA

<PAGE>


Attachment to
Part D of Exhibit C to
Purchase Agreement No. 1947
Page 5

Item              Description                                Quantity
----              -----------                                --------


        b.   Customized Master

             Check if required: __                         1  Microfilm, 16mm
                                                              Master
             Check if required: __                         1  Digital Format
                                               Revisions:  Yes
                                               Delivery:   90 days prior to
                                                           delivery first
                                                           Aircraft

        c.   Customized Manual                 Format:     __ Printed Two Sides
                                                           __ Printed One Side
                                                           __ Microfilm, 16mm
                                                              Duplicate
                                               Revisions:  Yes
                                               Delivery:   90 days prior to
                                                           delivery first
                                                           Aircraft

2.      Wiring Diagram Manual

        a.   Advance Representative            Format:     __ Printed
             Copy                              Revisions:  No
                                               Delivery:   90 days after signing
                                                           Purchase Agreement

        b.   Customized Master

             Check if required:__                          1  35mm Aperture
                                                              Cards of All
                                                              Wiring Diagrams
                                                              and Charts
             Check if required:__                          1  EDP Portion, 16mm
                                                              Microfilm Master
             Check if required:__                          1  Entire Manual,
                                                              16mm Microfilm
                                                              Master
             Check if required:__                          1  Digital Format

                                               Revisions:  Yes, until 90 days
                                                           after delivery of
                                                           last Aircraft
                                               Delivery:   Concurrent with
                                                           delivery of first
                                                           Aircraft


P.A. No. 1947
K/WPA

<PAGE>

Attachment to
Part D of Exhibit C to
Purchase Agreement No. 1947
Page 6

Item              Description                                Quantity
----              -----------                                --------

        c.   Customized Manual                 Format:     __ Standard Printed
                                                              Copies of Entire
                                                              Manual
                                                           __ Standard Printed
                                                              Copies of all
                                                              Sections
                                                              Except EDP Portion
                                                           __ EDP Portion, 16mm
                                                              Microfilm
                                                              Duplicate
                                                           __ Entire Manual,
                                                              16mm Microfilm
                                                              Duplicate
                                               Revisions:     Yes, until 90 days
                                                              after delivery of
                                                              last Aircraft
                                               Delivery:      Concurrent with
                                                              delivery of first
                                                              Aircraft

3.      System Schematics Manual

        a.   Advance Representative            Format:     __ Printed
             Copy                              Revisions:  No
                                               Delivery:   90 days after signing
                                                           Purchase Agreement

        b.   Customized Master

             Check if required:__                          1  35mm Aperture
                                                              Cards
                                                              of all Schematics
             Check if required:__                          1  Digital Format
                                               Revisions:  Yes, until 90 days
                                                           after delivery of
                                                           last Aircraft only
                                               Delivery:   Concurrent with
                                                           delivery of first
                                                           Aircraft

        c.   Customized Manual                 Format:     Printed Two Sides
                                               Revisions:  Yes, until 90 days
                                                           after delivery of
                                                           last Aircraft only
                                                           __ Microfilm, 16mm
                                                              Duplicate
                                                           __ Microfilm, 16mm
                                                              Master
                                               Delivery:   Concurrent with
                                                           delivery of first
                                                           Aircraft

P.A. No. 1947
K/WPA


<PAGE>

Attachment to
Part D of Exhibit C to
Purchase Agreement No. 1947
Page 7

Item              Description                                Quantity
----              -----------                                --------

4.      Connector Part Number                  Format:     __ Printed Two Sides
        Options Document                                   Revisions: Yes
                                               Delivery:   90 days prior to
                                                           delivery of first
                                                           Aircraft
5.      Structural Repair Manual               Format:     __ Printed Two Sides
                                                           __ Printed One Side
                                                           __ Microfilm, 16mm
                                                           __ Duplicate
        Check if required:                                 1  Microfilm, 16mm
                                                              Master
        Check if required:                                 1  Magnetic Tape
                                                           __ Text (Print File
                                                              Format)
                                                           __ Illustrations (CGM
                                                              Format)
                                               Revisions:  Yes
                                               Delivery:   90 days prior to
                                                           delivery of first
                                                           Aircraft

P.A. No. 1947
K/WPA


<PAGE>

Attachment to
Part D of Exhibit C to
Purchase Agreement No. 1947
Page 8

Item              Description                                Quantity
----              -----------                                --------

6.      Component Maintenance/                 Format:     __ Printed Two Sides
        Overhaul Manual                                    __ Microfilm, 16mm
                                                              Duplicate
                                                           1  Microfilm, 16mm
                                                              Master
                                               Revisions:     Yes
                                               Delivery:      90 days prior to 
                                                              delivery of firs
                                                              Aircraft

7.      Chapter 20 Standard                    Format:     __ Printed Two Sides
        Overhaul Practices                                 __ Printed One Side
        Manual (Common to other                            __ Microfilm, 16mm
        models, quantity indicates                            Duplicate
        total requested)

        Check if required:__                               1  Microfilm, 16mm
                                                              Master
                                               Revisions:  Yes
                                               Delivery:   90 days prior to
                                                           delivery of first
                                                           Aircraft

8.      Chapter 20 Standard                    Format:     __ Printed Two Sides
        Wiring Practices Manual                            __ Microfilm, 16mm
        (Common to other models,                           __ Duplicate
         quantity indicates total
         requested)

        Check if required: __                              1  Microfilm, 16mm
                                                              Master
                                               Revisions:  Yes
                                               Delivery:   90 days prior to 
                                                           delivery of first
                                                           Aircraft

P.A. No. 1947
K/WPA

<PAGE>

Attachment to
Part D of Exhibit C to
Purchase Agreement No. 1947
Page 9

Item              Description                                Quantity
----              -----------                                --------

9.      Nondestructive Test Manual             Format:     __ Printed Two Sides
                                                           __ Printed One Side
                                                           __ Microfilm, 16mm
                                                              Duplicate
        Check if required:__                               1  Microfilm, 16mm
                                                              Master
        Check if required:__                               1  Magnetic Tape
                                                              Text (Print File
                                                              Format)
                                                           __ Illustrations (CGM
                                                              Format)
                                               Revisions:  Yes
                                               Delivery:   90 days prior to 
                                                           delivery of first
                                                           Aircraft

10.     Service Bulletins                      Format:     __ Printed Two Sides
                                                           __ Digital Format
                                               Revisions:  Yes
                                               Delivery:   As developed by
                                                           Boeing

11.     Service Bulletin Index                 Format:     __ Printed Two Sides
                                               Revisions:  Yes
                                               Delivery:   90 days prior to 
                                                           delivery of first
                                                           Aircraft

12.     Corrosion Prevention Manual            Format:     __ Printed Two Sides
                                                           __ Printed One Side
                                                           __ Microfilm, 16mm
                                                              Duplicate

        Check if required:__                               1  Microfilm, 16mm
                                                              Master
        Check if required:__                               1  Magnetic Tape
                                                           __ Text (Print File
                                                              Format)
                                                           __ Illustrations (CGM
                                                              Format)
                                               Revisions:  Yes
                                               Delivery:   90 days prior to
                                                           delivery of first
                                                           Aircraft

13.     Fuel Measuring Stick                   Format:     __ Printed One Side
        Calibration Document                   Revisions:  Yes
                                               Delivery:   Concurrent with
                                                           delivery of first
                                                           Aircraft.
        Check One:
             US Gallons __

P.A. No. 1947
K/WPA

<PAGE>

Attachment to
Part D of Exhibit C to
Purchase Agreement No. 1947
Page 10

Item              Description                                Quantity
----              -----------                                --------


             Imperial Gallons __
             Pounds           __
             Kilograms        __
             Liters           __

14.     Power Plant Buildup Manual             Format:     __ Printed Two Sides
                                                           __ Printed One Side
                                                           __ Microfilm, 16mm
                                                              Duplicate
        Check if required:                                 1  Microfilm, 16mm
                                                              Master
        Check if required:                                 1  Digital Format
                                               Revisions:  Yes
                                               Delivery:   90 days prior to
                                                           delivery of first
                                                           Aircraft
                                       
15.     FMS BITE Manual

        a.   Advance Representative            Format:     __  Printed Two Sides
             Copy                              Revisions:  No
                                               Delivery:   90 days after signing
                                                           Purchase Agreement

        b.   Customized Manual                 Format:     __ Printed Two Sides
                                                           __ Microfilm,
                                                              16mm Duplicate
                                                           __ Microfilm, 16mm
                                                              Master

                                               Delivery:   90 days prior to
                                                           delivery first
                                                           Aircraft

16.     In Service Activities                  Format:     Printed Two Sides
        Report                                 Revisions:  No
                                               Delivery:   Issued Quarterly

17.     All Operator Letter                    Format:     Printed One or Two
                                                           Sides
                                               Revisions:  Yes
                                               Delivery:   As developed by 
                                                           Boeing

18.     Service Letters                        Format:     __ Printed One or Two
                                                              Sides
                                               Revisions:  Yes
                                               Delivery:   As developed by
                                                           Boeing

19.     Structural Item                        Format:     __ Printed One or Two
                                                              Sides
P.A. No. 1947
K/WPA

<PAGE>

Attachment to
Part D of Exhibit C to
Purchase Agreement No. 1947
Page 11

Item              Description                                Quantity
----              -----------                                --------

        Interim Advisory                       Revisions:  Yes
                                               Delivery:   As developed by
                                                           Boeing

20.     Maintenance Tips                       Format:     2  Printed One or Two
                                                              Sides
                                               Revisions:  Yes
                                               Delivery:   As developed by
                                                           Boeing

21.     Combined Index                         Format:     __ Printed 2 Sides
                                                           __ Digital Format

C.      MAINTENANCE PLANNING

1.      Maintenance Planning                   Format:     __ Printed Two Sides
        Data (MPD) Documents                               __ Microfilm, 16mm
                                                              Duplicate
                                               Revisions:  Yes
                                               Delivery:   90 days after signing
                                                           Purchase Agreement

2.      Maintenance Planning Data              Format:      1 Digital Format
        Tasks Masterfile                       Revisions:   Yes
                                               Delivery:    90 days after
                                                            signing Purchase
                                                            Agreement

3.      Maintenance Task Cards

        a.   Advance                           Format:     __ Printed One Side
             Representative Copy
                                               Revisions:  No
                                               Delivery:   90 days after signing
                                                           Purchase Agreement

        b.   Customized Masters

             Check if required:__              Format:     1  Microfilm, 16mm
                                                              Master
             Check if required:__                          1  Digital Format

        c.   Customized Cards                  Format:     __ Printed One Side
                                                           __ Microfilm, 16mm
                                                              Duplicate
                                               Revisions:  Yes
                                               Delivery:   90 days prior to
                                                           delivery of first
                                                           Aircraft

P.A. No. 1947
K/WPA

<PAGE>

Attachment to
Part D of Exhibit C to
Purchase Agreement No. 1947
Page 12

Item              Description                                Quantity
----              -----------                                --------

4.      Maintenance Task Card                  Format:     1  Printed Two Sides
        Index                                  Revisions:  First Revision Only
                                               Delivery:   90 days prior to 
                                                           delivery of first
                                                           Aircraft

5.      Maintenance Inspection                 Format:     __ Printed Two Sides
        Interval Reports                       Revisions:  Yes
        (Common with other models              Delivery:   90 days prior to 
         quantity indicates total                          delivery of first
         requested)                                        Aircraft

D.      SPARES

1.      Illustrated Parts Catalog              Format:     __ Printed Two Sides
             (Select one format only)                         Printed One Side
                                                           __ Microfilm, 16mm
                                                              Duplicate
             Check if required:                            1  Microfilm, 16mm
                                                              Master
                                               Revisions:  Yes, until 90 days
                                                           after delivery of
                                                           last Aircraft only
                                               Delivery:   90 days prior to
                                                           delivery of first
                                                           Aircraft

2.      Standards Books                        Format:     __ Printed Two Sides
        (Unless previously provided                        __ Microfilm, 16mm
        pursuant to other                                     Duplicate
        agreements, in which case
        applicable supplements
        will be provided)                      Revisions:  Yes
        (Select one format only)               Delivery:   90 days prior to
                                                           delivery of first
                                                           Aircraft

P.A. No. 1947
K/WPA

<PAGE>

Attachment to
Part D of Exhibit C to
Purchase Agreement No. 1947
Page 13

Item              Description                                Quantity
----              -----------                                --------


E.      FACILITIES AND EQUIPMENT PLANNING

1.      Facilities and Equipment               Format:     __ Printed Two Sides
        Planning documents                     Revisions:  Yes
                                               Delivery:   90 days after signing
                                                           Purchase Agreement

2.      Special Tool and Ground                Format:     __ Microfilm, 35 mm
        Handling Equipment Drawings                           Duplicate in
                                                              Aperture Card
                                                              Format
                                               Revisions:  Yes
                                               Delivery:   90 days prior to
                                                           delivery of first
                                                           Aircraft

3.      Special Tool and Ground                Format:     __ Printed Two Sides
        Handling Equipment                     Revisions:  Yes
        Drawing Index                          Delivery:   90 days prior to
                                                           delivery of first
                                                           Aircraft

4.      Supplementary Tooling                  Format:     __ Printed Two Sides
        Documentation (Common                  Revisions:  Yes
        to other models,                       Delivery:   90 days prior to 
        quantity indicates                                 delivery of first
        total requested)                                   Aircraft

5.      System Test Equipment                  Format:     __ Printed One Side
        Document                               Revisions:  Yes
                                               Delivery:   90 days after signing
                                                           Purchase Agreement

6.      Illustrated Tool and                   Format:     __ Printed One Side
        Equipment List/Manual                              __ Printed Two Sides
                                                           __ Microfilm, 16mm
                                                              Duplicate

             Check if Required __                          1  Microfilm,
                                                              16mm Master
                                               Revisions:  Yes
                                               Delivery:   90 days prior to
                                                           delivery of first
                                                           Aircraft

7.      Aircraft Recovery Document             Format:     __ Printed Two Sides
                                               Revisions:  Yes
                                               Delivery:   90 days prior to
                                                           delivery of first
                                                           Aircraft

P.A. No. 1947
K/WPA

<PAGE>

Attachment to
Part D of Exhibit C to
Purchase Agreement No. 1947
Page 14

Item              Description                                Quantity
----              -----------                                --------

8.      Airplane Characteristics               Format:     __ Printed Two Sides
        for Airport Planning                   Revisions:  Yes
                                               Delivery:   90 days prior to
                                                           delivery of first
                                                           Aircraft

9.      Airplane Rescue and                    Format:     __ Printed Two Sides
        Fire Fighting Document                 Revisions:  Yes
        (Common to other models,               Delivery:   90 days prior to
         quantity indicates                                delivery of first 
         total required)                                   Aircraft

10.     Engine Handling Document               Format:     __ Printed Two Sides
                                               Revisions:  Yes
                                                Delivery:  90 days after signing
                                                           Purchase Agreement

F.      CONFIGURATION, MAINTENANCE             Format:     __ Printed Two Sides
        AND PROCEDURES FOR                     Revisions:           Yes
        EXTENDED RANGE OPERATION               Delivery:   90 days prior to
                                                           delivery of first
                                                           Aircraft

G.      ETOPS Guide Vol. I                     Format:     __ Printed Two Sides
       (Configuration, Maintenance             Revisions:  No
        and Procedures Supplement)             Delivery:   90 days after signing
                                                           Purchase Agreement

H.      ETOPS Guide Vol. II                    Format:     __ Printed Two Sides
        (Maintenance Programs                  Revisions:  No
         Guidelines) (Common                  Delivery:    90 days after signing
         to other models,                                  Purchase Agreement
         quantity indicates
         total required)

I.      COMPUTER SOFTWARE INDEX                Format:     __ Printed Two Sides
        (Common to other models,               Revisions:  Yes
         quantity indicates                    Delivery:   Concurrent with
         total required)                                   delivery of first
                                                           Aircraft 
P.A. No. 1947
K/WPA

<PAGE>

Attachment to
Part D of Exhibit C to
Purchase Agreement No. 1947
Page 15

Item              Description                                Quantity
----              -----------                                --------

J.      SUPPLIER TECHNICAL DATA

        1.   Service Bulletins

        2.   Ground Support Equipment
             Data

        3.   Provisioning Information

        4.   Component Maintenance/
             Overhaul Manuals

        5.   Component Maintenance/
             Overhaul Manuals Index
             (Common to other models,
             quantity indicates
             total required)

        6.   Publications Index

        7.   Product Support
             Supplier Directory
             (Common to other models,
             quantity indicates
             total required)

P.A. No. 1947
K/WPA

<PAGE>


                                     PART E

                 BUYER'S INDEMNIFICATION OF BOEING AND INSURANCE


1.           Buyer's Indemnification Of Boeing.

             Buyer hereby indemnifies and holds harmless Boeing from and against
all claims and liabilities,  including costs and expenses (including  attorneys'
fees) incident  thereto or incident to  successfully  establishing  the right to
indemnification,  for  injury to or death of any  person or  persons,  including
employees of Buyer but not employees of Boeing,  or for loss of or damage to any
property,  including  Aircraft,  arising  out of or in any  way  related  to the
performance  by Boeing of training,  services or other  obligations  pursuant to
this Exhibit C, whether or not arising in tort or occasioned in whole or in part
by the negligence of Boeing, whether active, passive or imputed.

             1.1  With  regard  to  training,  services  and  obligations,   the
foregoing  indemnification  will not apply to the legal  liability to persons or
parties other than Buyer or Buyer's  assignees arising out of an accident caused
solely by a product defect in an Aircraft.

2.           Buyer's Insurance.

             Evidence  of  insurance  will  be  required  30 days  prior  to the
scheduled  delivery  of the first  Aircraft.  Accordingly,  Buyer  will  provide
certificates of insurance specifically referencing the Agreement and paragraph 1
of this Part E. In addition to showing policy number,  limits of liability,  and
effective dates of coverage,  such  certificates will contain but not be limited
to the following provisions:


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

<PAGE>


             2.1         Hull All Risk; Hull War & Allied Perils Insurance.

                         Insurers and/or reinsurers will hold harmless and waive
all rights of  subrogation  against Boeing for any damages or claims arising out
of these Exhibit C services.

             2.2         Aircraft Liability Insurance.

                         (a)         To name Boeing as an additional  insured in
connection  with the  performance  by Boeing  of  training,  services,  or other
obligations provided under this Exhibit C.

                         (b)         To  provide  that  the  insurance  arranged
herein will be primary and without  right of  contribution  with  respect to any
other insurance which may be available for the protection of Boeing.

                         (c)         To  provide  that  all  provisions  of  the
insurance,  except the limits of liability, will operate to give each insured or
additional insured the same protection as if there were a separate policy issued
covering each insured or additional insured.

                         (d)         To provide that no act, omission, breach of
any warranty or condition,  or  misrepresentation  on the part of the Insured or
any other person or party (other than by Boeing) will void,  exclude,  minimize,
or adversely change this coverage as it applies to Boeing.

             2.3         For Coverages Specified in 2.1 and 2.2.

                         (a)         Acknowledgment  that  the  insurers  and/or
reinsurers  are aware of and have seen a copy of the  Agreement  and  accept and
insure  the  risks  and  indemnity  herein to the  extent  of the  coverage  and
endorsements as described in this certificate.

                         (b)         To   give   30  day   written   notice   of
cancellation,  termination or adverse material alteration of the policies (7 day
written  notice  in the  event of War Risk or such  lesser  period  as may be in
effect with prior notice).

                         (c)         That  Boeing  will  not  be responsible for
payment,  set off, or assessment of any kind of any premiums in connection  with
the policies, endorsements or coverages described herein.


P.A. No. 1947                          C
K/WPA                                 E-2

<PAGE>


                         (d)         For the purpose of this Part E, "Boeing" is
defined as The Boeing  Company,  its divisions,  subsidiaries,  affiliates,  the
assignees  of each and  their  respective  directors,  officers,  employees  and
agents.

If more than one Aircraft is to be delivered under the Purchase  Agreement,  the
insurance  certificates  must  reference all Aircraft when delivered or separate
certificates  must be supplied for each Aircraft.  The certificates of insurance
will be kept current and valid.

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

<PAGE>



                                     PART F

                     Alleviation or Cessation of Performance


Boeing will not be required to provide any services,  training, data or goods at
a facility while:

             1.          a labor stoppage or dispute in progress involving Buyer
exists;

             2.          wars or warlike  operations,  riots or insurrections in
the country where such facility is located exist;

             3.          conditions  at such facility  which,  in the opinion of
Boeing,  are  detrimental  to the  general  health,  welfare  or  safety  of its
personnel and/or their families exist;

             4.          the United States Government  refuses permission to any
Boeing  personnel or their  families to enter the country where such facility is
located,  or recommends  that any Boeing  personnel or their families leave such
country; or

             5.          the United States Government  refuses Boeing permission
to deliver goods or services to the country where such facility is located.

Boeing  further  reserves the right,  upon the occurrence of any of such events,
subsequent  to  the  location  of  Boeing  personnel  at  Buyer's  facility,  to
immediately  and without prior notice  relocate its personnel and their families
to a place of Boeing's choosing.  Any delay resulting therefrom will be deemed a
delay by mutual agreement.

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

<PAGE>