September 20, 1996
6-1162-JDR-429
                                                   (CONFIDENTIALITY REQUESTED)

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

Mr. Edward R. Beauvais
Chairman, President and C.E.O.
Western Pacific Airlines
2864 South Circle Drive Suite 1100
Colorado Springs, CO. 80906
Telefax No.:  719-527-7410

Subject:          Revision to Purchase Agreement No.1947

Dear Ed,

The  following  summarizes  our  discussions  of  Thursday,  September  19, 1996
relative to revisions to Purchase Agreement No. 1947 (the Purchase Agreement) to
reflect the purchase of six (6) firm Model 737-300 aircraft (the Aircraft),  six
(6) option Model 737-700 (the Option  Aircraft) and six (6) rolling option Model
737- 700 aircraft.

    1.     Boeing and Western Pacific agree to execute a Supplemental  Agreement
           to  Purchase  Agreement  No.  1947,  substantially  in  the  form  of
           Attachment  A, on or before  October  4,  1996,  except  that  Letter
           Agreement  No.   6-1162-JDR-395   will  be  revised  to  reflect  the
           following:

           a.   Western Pacific will make advance payments as follows:

                 Payment Amount                     Payment Due Date
                 --------------                     ----------------
                  [XXXXXXXX]                         Payment Complete

                  [XXXXXXXX]                         September 20, 1996

                  [XXXXXXXX]                         October 4, 1996

                  [XXXXXXXX]                         November 15, 1996

                  [XXXXXXXX]                         February 15, 1997

           b.   If Western Pacific fails to make the advance payment due on or
                before October 4, 1996, the Purchase Agreement will be further
                revised to (i) [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX 
                XXXXXXXXXXXXXXXXXXXXXXX] (ii) [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
                XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]
                XXX (iii) revise the advance payment schedule defined in 
                paragraph 1.a above.
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Western Pacific Airlines, Inc.
6-1162-JDR-429   Page 2



           c.   If Western Pacific fails to make the scheduled advance payment
                due by November 15,1996, (i) [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
                XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX] and
                (ii) [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX 
                XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX 
                XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]
                If such later delivery position is identified and mutually 
                agreed to, the Purchase Agreement, including the advance 
                payment schedule defined in paragraph 1.a above, will be 
                revised.

           d.  If Western Pacific fails to make the scheduled advanced payment
               due by February 15, 1997, (i) [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
               XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX] and (ii) 
               XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
               XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
               XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX].  If 
               such later delivery position is identified and mutually agreed 
               to, the Purchase Agreement, including the advance payment 
               schedule defined in paragraph 1.a above, will be revised.
      
           e.  If Western Pacific elects to follow the advance payment schedule
               set forth in paragraph 1.a above, Western Pacific agrees to pay
               to Boeing [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX] beginning on 
               [XXXXXXXXXXXXXXXXXX], on the [XXXXXXXXXXXXXXXXXX] the [XXXXXXX] 
               and [XXXXXXXXXXXXX] determined in accordance with Article 5 of 
               the Purchase Agreement and those set forth in paragraph 1.a 
               above.  [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
               XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
               XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]. 
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Western Pacific Airlines, Inc.
6-1162-JDR-429   Page 3



           f.   If Western Pacific enters into an assignment to a third party 
                for the purpose of financing the advance payments required for 
                purchase of the Aircraft, such third party may make advance 
                payments either in accordance with the alternate fifteen percent
                schedule set forth in Letter Agreement 6-1162-JDR-395, or in
                accordance with the thirty percent schedule set forth in Article
                5 of the Purchase Agreement.

    2.     Boeing agrees to offer Western Pacific an Option  Aircraft  Agreement
           substantially  in the form of  Attachment  B. If Boeing  and  Western
           Pacific  execute such  agreement,  [XXXXXXXX] of the payments made in
           accordance  with  paragraph  1 above  will be  applied  to the Option
           Aircraft  Agreement as Option  Deposits to be held against the Option
           Aircraft.

    3.     Notwithstanding   the  provisions  of  Article  10  of  the  Purchase
           Agreement,   with  respect  to  predelivery   assignment  of  Western
           Pacific's  rights and  obligations  under the  Agreement,  Boeing and
           Western  Pacific  agree that Western  Pacific shall not assign any of
           its rights and obligations under the Purchase  Agreement to any third
           party,  without  Boeing's  prior written  consent,  which will not be
           unreasonably  withheld.  Boeing agrees to discuss in good faith, on a
           case by case basis, the terms and conditions under which  predelivery
           assignment  of  Western  Pacific's  rights  to a third  party  may be
           acceptable.




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Western Pacific Airlines, Inc.
6-1162-JDR-429   Page 4


Please  acknowledge  your  concurrence  with the  above  by  signing  below  and
returning a telefaxed copy to the undersigned.


Best Regards,



/s/ J. D. Robinson
-------------------------------
J. D. Robinson
Regional Director
Aircraft Contracts
Boeing Commercial Airplane Group




Accepted and Agreed to this 20th day of September 1996.




/s/ Edward R. Beauvais
--------------------------
Edward R. Beauvais
Chairman, President and
Chief Executive Officer
Western Pacific Airlines



Attachments



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