6-1162-JDR-397
                                                   (CONFIDENTIALITY REQUESTED)

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

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


Subject:          Letter Agreement No. 6-1162-JDR-397 to
                  Purchase Agreement No. 1947 --
                  Promotion Support


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

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

1.       Planning Meeting.

         Boeing  will  assist  Buyer  in the  introduction  of the  Aircraft  by
providing to Buyer certain  promotion  support.  Promptly after execution of the
Agreement  and  before  any  funds are  disbursed,  a Boeing  Airline  Promotion
representative will meet with Buyer's designated  representatives to discuss the
extent,  selection,  scheduling,  and  disbursement  process  for the  promotion
support to be provided.

2.       Support Level.

         Boeing  will  make  available  to Buyer up to  [XXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXX] for the first Aircraft and up to [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX] per
Aircraft  for each  Aircraft  thereafter  for Buyer's  marketing  communications
programs.  Programs include marketing research;  tourism development;  corporate
identity; direct marketing;  video tape, film or still photography requirements;
planning, design and production of collateral materials; management of promotion
programs;  and advertising  campaigns.  The intent of this funding program is to
encourage  the use of the  Aircraft  benefits  in support  of Buyer's  marketing
communications  programs, as Boeing and Buyer mutually agree. Prior to any funds
being  disbursed,  Boeing and Buyer will meet to mutually agree on the marketing
communications  programs  related to Buyer's  introduction  and operation of the
Aircraft.

Boeing's  obligation  to  provide  the  support  will  commence  at the time the
purchase of the Aircraft becomes firm (not subject to

P.A. No. 1947
K/WPA


<PAGE>


Western Pacific Airlines, Inc.
6-1162-JDR-397   Page 2


cancellation  by either party) and will  terminate at the later of two (2) years
from the date the first  Aircraft is  delivered to Buyer or delivery of the last
Aircraft. There will be no cash payments or other support in lieu thereof.

3.       Additional Support.

         Additional promotional support may be provided by Boeing subject to the
parties reaching mutual agreement as to the type of services, timing and price.

4.       Confidentiality.

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

Very truly yours,

THE BOEING COMPANY



By

Its  Attorney-In-Fact


ACCEPTED AND AGREED TO this

Date:                    , 1996


WESTERN PACIFIC AIRLINES, INC.


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

P.A. No. 1947
K/WPA


<PAGE>