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                                                                    Exhibit 10.1






                      MASTER PURCHASE AGREEMENT NO. PA-489


                                     BETWEEN


                                 BOMBARDIER INC.



                                       AND



                             SKYWEST AIRLINES, INC.





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                                TABLE OF CONTENTS

ARTICLE
-------

      1           INTERPRETATION
      2           SUBJECT MATTER OF SALE
      3           AIRLINE SUPPORT SERVICES AND WARRANTY
      4           PRICE
      5           PAYMENT
      6           DELIVERY PROGRAM
      7           BUYER INFORMATION
      8           CERTIFICATION FOR EXPORT
      9           ACCEPTANCE PROCEDURE
     10           TITLE AND RISK
     11           CHANGES
     12           BUYER'S REPRESENTATIVES AT MANUFACTURE SITE
     13           EXCUSABLE DELAY
     14           NON-EXCUSABLE DELAY
     15           LOSS OR DAMAGE
     16           TERMINATION
     17           NOTICES
     18           INDEMNITY AGAINST PATENT INFRINGEMENT
     19           LIMITATION OF LIABILITY AND INDEMNIFICATION
     20           ASSIGNMENT
     21           SUCCESSORS
     22           APPLICABLE LAWS
     23           CONFIDENTIAL NATURE OF AGREEMENT
     24           AGREEMENT

EXHIBITS
--------

      I           CERTIFICATE OF ACCEPTANCE
      II          BILL OF SALE
      III         CERTIFICATE OF RECEIPT OF AIRCRAFT
      IV          CHANGE ORDER


ANNEXES
-------

      A           AIRLINE SERVICES
      B           WARRANTY AND SERVICE LIFE POLICY



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This Master Purchase Agreement is made on the 7th day of November, 2000


BY AND BETWEEN:         BOMBARDIER INC., a Canadian corporation represented by
                        BOMBARDIER AEROSPACE, REGIONAL AIRCRAFT having an office
                        at 123 Garratt Boulevard, Downsview, Ontario, Canada
                        ("Bombardier")


AND:                    SkyWest Airlines, Inc., a Utah corporation having its
                        offices at 444 South River Road, St. George, Utah,
                        84790, USA ("Buyer")


WHEREAS                 Buyer may in future desire to purchase new Aircraft (as
                        defined in Article 1.4 of this Master Purchase
                        Agreement) and related data, documents, and services
                        under this Agreement (as defined in Article 1.4 of this
                        Master Purchase Agreement) from Bombardier, and the
                        parties desire to agree in advance on the terms that
                        will govern such purchase; and

WHEREAS                 This Master Purchase Agreement and any subsequent
                        amendments thereto, together with the Supplement(s) that
                        may be executed from time to time, will be the governing
                        document for any future transactions between Bombardier
                        and Buyer relating to the purchase and sale of new
                        Bombardier products, currently being offered for sale by
                        Bombardier Aerospace, Regional Aircraft.


NOW THEREFORE, in consideration of the mutual covenants herein contained, Buyer
and Bombardier agree as follows:



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ARTICLE 1  -  INTERPRETATION

1.1      The recitals above have been inserted for convenience only and do not
         form part of this Agreement.

1.2      The headings in this Agreement are included for convenience only and
         shall not be used in the construction and interpretation of this
         Agreement.

1.3      In this Agreement, unless otherwise expressly provided, the singular
         includes the plural and vice-versa.

1.4      In this Agreement the following expressions shall, unless otherwise
         expressly provided, mean:

         (a)    "Acceptance Period" shall have the meaning attributed to it in
                Article 9.3;

         (b)    "Acceptance Date" shall have the meaning attributed to it in
                Article 9.7(a);

         (c)    "Agreement" means this Master Purchase Agreement and
                Supplements, if any, including their Exhibits, Annexes,
                Schedules and Appendices, if any, either attached hereto (each
                of which is incorporated in the Agreement by this reference) or
                subsequently agreed by the parties, hereto, pursuant to the
                provisions of this Agreement;

         (d)    "Aircraft" shall have the meaning attributed to it in the
                applicable Supplement;

         (e)    "Aircraft Purchase Price" shall have the meaning attributed to
                it in the applicable Supplement;

         (f)    "Base Price" shall have the meaning attributed to it in the
                applicable Supplement;

         (g)    "Bill of Sale" shall have the meaning attributed to it in
                Article 9.7(c);

         (h)    "Buyer Selected Optional Features" shall have the meaning
                attributed to it in the applicable Supplement;

         (i)    "Delivery Date" shall have the meaning attributed to it in
                Article 9.7(c);

         (j)    "Economic Adjustment Formula", if applicable, shall have the
                meaning attributed to it in the applicable Supplement;



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         (k)    "Excusable Delay" shall have the meaning attributed to it in
                Article 13.1;

         (l)    "FAA" shall have the meaning attributed to it in Article 8.1;

         (m)    "Non-Excusable Delay" shall have the meaning attributed to it in
                Article 14.1;

         (n)    "Notice" shall have the meaning attributed to it in Article
                17.1;

         (o)    "Other Patents" shall have the meaning attributed to it in
                Article 18.1;

         (p)    "Permitted Change" shall have the meaning attributed to it in
                Article 11.2;

         (q)    "Readiness Date" shall have the meaning attributed to it in
                Article 9.1;

         (r)    "Regulatory Change" shall have the meaning attributed to it in
                Article 8.4;

         (s)    "Scheduled Delivery Date" shall have the meaning attributed to
                it in the applicable Supplement;

         (t)    "Specification" shall have the meaning attributed to it in the
                applicable Supplement;

         (u)    "Supplement" means a supplementary agreement to this Agreement
                entered into by the parties for the purchase of specific
                products currently offered for sale by Bombardier Aerospace,
                Regional Aircraft;

         (v)    "Taxes" shall have the meaning attributed to it in Article 4.2;
                and

         (w)    "TC" shall have the meaning attributed to it in Article 8.1.

1.5      All dollar amounts in this Agreement are in United States Dollars.


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ARTICLE 2  -  SUBJECT MATTER OF SALE

2.1      A description of the Aircraft being purchased and sold under the terms
         of this Agreement and the related Bombardier specification document
         number(s) will be set out in the applicable Supplement. Until a
         Supplement, in the form of Supplement No. PA-489-1 attached hereto, is
         executed between the parties hereto, neither party shall have any
         obligation under the terms of this Agreement.

2.2      This Agreement shall be applicable to the purchase of Aircraft
         completed during a period of three (3) years from the
         date hereof as evidenced by the execution of a Supplement.



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ARTICLE 3  -  CUSTOMER SUPPORT SERVICES AND WARRANTY

3.1      Bombardier shall provide to Buyer the customer support services
         pursuant to the provisions of Annex A attached hereto and the
         applicable Supplement.

3.2      Bombardier shall provide to Buyer the warranty and the service life
         policy described in Annex B attached hereto and the applicable
         Supplement which shall be the exclusive warranty applicable to the
         Aircraft.

3.3      Unless expressly stated otherwise, the services referred to in 3.1 and
         3.2 above and the applicable Supplement are incidental to the sale of
         the Aircraft and are included in the Aircraft Purchase Price.



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ARTICLE 4  -  PRICE

4.1      (a)      The base price for each of the Aircraft is set out in the
                  applicable Supplement.

         (b)      The base price of the Buyer Selected Optional Features is set
                  out in the applicable Supplement.

4.2      The Aircraft Purchase Price (as defined in the applicable Supplement)
         does not include any taxes, fees or duties including, but not limited
         to, sales, use, value added (including the Canadian Goods and Services
         Tax), personal property, gross receipts, franchise, excise taxes,
         assessments or duties ("Taxes") which are or may be imposed by law upon
         Bombardier, any affiliate of Bombardier, Buyer or the Aircraft whether
         or not there is an obligation for Bombardier to collect same from
         Buyer, by any taxing authority or jurisdiction occasioned by, relating
         to or as a result of the execution of this Agreement or the sale,
         lease, delivery, storage, use or other consumption of any Aircraft or
         any other matter, good or service provided under or in connection with
         this Agreement. According to legislation as of the date hereof,
         Canadian taxes, duties and Goods and Services Tax are not applicable to
         aircraft sold and immediately exported from Canada.

4.3      If any Taxes (other than Canadian income taxes charged on the income of
         Bombardier) are imposed upon Buyer or become due or are to be collected
         from Bombardier by any taxing authority, Bombardier shall notify Buyer
         and Buyer shall promptly, but no later than ten (10) working days after
         receiving such notice, pay such Taxes directly to the taxing authority,
         or reimburse Bombardier for such Taxes, as the case may be, including
         interest and penalties.

4.4      Upon Bombardier's request, Buyer shall execute and deliver to
         Bombardier any documents that Bombardier deems necessary or desirable
         in connection with any exemption from or reduction of or the
         contestation of or the defense against any imposition of Taxes.



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ARTICLE 5  -  PAYMENT

5.1      The terms of payment for the Aircraft  purchased and sold under the
         terms of this  Agreement  shall be set out in the
         applicable Supplement.

5.2      Subject to the provisions of Article 9.9 hereof, should Buyer fail to
         make any of the payments required under the applicable Supplement on or
         before the stipulated date and Buyer does not correct the failure
         within a period of thirty (30) days thereafter, Buyer shall be in
         default and any Supplement and this Agreement as it relates thereto
         shall automatically terminate and Bombardier shall have no further
         obligation to Buyer under any Supplement and this Agreement as it
         relates thereto, including the obligation to proceed further with the
         manufacture of the Aircraft on behalf of Buyer or the sale and/or
         delivery of the Aircraft to Buyer. Notwithstanding the preceding
         sentence Bombardier shall have the option (but not the obligation) of
         waiving such termination should Buyer make arrangements satisfactory to
         Bombardier for such payment and all future payments within ten (10)
         calendar days of Buyer's default.

5.3      Buyer shall pay Bombardier daily interest on late payments, from the
         date that any payment becomes due up to and including the day prior to
         receipt of payment, at a rate of two percent (2%) per annum over the
         prime rate charged by the National Bank of Canada from time to time,
         calculated and compounded monthly. Bombardier's right to receive such
         interest is in addition to any other right or remedy Bombardier has at
         law as a result of Buyer's failure to make payments when due.

5.4      Buyer shall make all payments due under this Agreement and/or any
         applicable Supplement in immediately available United States Dollars by
         deposit on or before the due date, to Bombardier's account, in the
         manner set out in the applicable Supplement.

5.5      All  amounts due with  respect to each  Aircraft  shall be paid on or
         prior to the  Delivery  Date of the  respective Aircraft.

5.6      All payments provided for under this Agreement and/or any applicable
         Supplement shall be made so as to be received by Bombardier in
         immediately available funds on or before the dates stipulated herein.

5.7      Bombardier shall remain the exclusive owner of the Aircraft, free and
         clear of all rights, liens, charges or encumbrances created by or
         through Buyer, until such time as all payments referred to in this
         Article 5 have been received in full by Bombardier.



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ARTICLE 6  -  DELIVERY PROGRAM

6.1      The Aircraft shall be offered for inspection and acceptance to Buyer at
         Bombardier's facility and during the month(s) set forth in the
         applicable Supplement.




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ARTICLE 7  -  BUYER INFORMATION

7.1      During the manufacture of the Aircraft, Buyer shall provide to
         Bombardier on or before the date required by Bombardier, all
         information as Bombardier may reasonably request to manufacture the
         Aircraft including, without limitation, the selection of furnishings,
         internal and external colour schemes.

         Buyer will, not less that the number of months set forth in the
         applicable Supplement, prior to the delivery of the first Aircraft
         governed by such Supplement:

         (a)      provide Bombardier with an external paint scheme agreed on by
                  the parties;

         (b)      select interior colours (from Bombardier's standard colours);
                  and

         (c)      provide to Bombardier, on drawings which will be forwarded to
                  Buyer, language translations for interior and exterior
                  Aircraft labels.

         Failure of Buyer to comply with these requirements may result in an
         increase in price, a delay in delivery of the Aircraft, or both.



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ARTICLE 8  -  CERTIFICATION FOR EXPORT

8.1      Bombardier has obtained or will obtain from Transport Canada,
         Airworthiness ("TC"), a TC Type Approval or Certificate (Transport
         Category) and from the Federal Aviation Administration of the United
         States ("FAA") an FAA Type Certificate for the type of aircraft
         purchased under this Agreement and any applicable Supplement.

8.2      Bombardier shall provide to Buyer a TC Certificate of Airworthiness
         (Transport Category) for Export to the United States of America, on or
         before the Delivery Date.

8.3      Bombardier shall not be obligated to obtain any other certificates or
         approvals as part of this Agreement. The obtaining of any import
         license or authority required to import or operate the Aircraft into
         any country outside of Canada shall be the responsibility of Buyer.
         Bombardier shall, to the extent permitted by law, and with Buyer's
         assistance, seek the issuance of a Canadian export license to enable
         Buyer to export the Aircraft from Canada subject to prevailing export
         control regulations in effect on the Delivery Date.

8.4      If any addition or change to, or modification or testing of the
         Aircraft is required by any law or governmental regulation or
         requirement or interpretation thereof by any governmental agency having
         jurisdiction in order to meet the requirements of Article 8.2 (a
         "Regulatory Change"), such Regulatory Change shall be made to the
         Aircraft prior to Delivery Date, or at such other time after the
         Delivery Date as the parties may agree upon.

8.5      The Regulatory Change shall be made without additional charge to Buyer
         unless such Regulatory Change is:

         (a)      necessary to comply with any requirement of the country
                  specified in the TC Certificate of Airworthiness for Export,
                  which varies from or is in addition to its regulation,
                  requirement or interpretation in effect on the date hereof for
                  the issuance of a Certificate of Airworthiness in said
                  country, in which case Buyer shall pay Bombardier's reasonable
                  charges for such Regulatory Change, or

         (b)      required by any governmental law or regulations or
                  interpretation thereof promulgated by TC, or the FAA as
                  applicable, which is effective subsequent to the date of this
                  Agreement but before the Delivery Date and which is applicable
                  to all aircraft in general or to all aircraft of the same
                  category as the Aircraft, in which case Buyer shall pay
                  Bombardier's reasonable charges for such Regulatory Change
                  incorporated in any such Aircraft.



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8.6      If delivery of the Aircraft is delayed by the incorporation of any
         Regulatory Change, such delay shall be an Excusable Delay within the
         meaning of Article 13.

8.7      Bombardier shall issue a Change Order, reflecting any Regulatory Change
         required to be made under this Article 8, which shall set forth in
         detail the particular changes to be made and the effect, if any, of
         such changes on design, performance, weight, balance, time of delivery,
         Base Price and Aircraft Purchase Price. Any Change Orders issued
         pursuant to this Article shall be effective and binding upon the date
         of Bombardier's transmittal of such Change Order.

8.8      If the use of any of the certificates identified in this Article 8 are
         discontinued during the performance of this Agreement, reference to
         such discontinued certificate shall be deemed a reference to any other
         certificate or instrument which corresponds to such certificate or, if
         there should not be any such other certificate or instrument, then
         Bombardier shall be deemed to have obtained such discontinued
         certificate(s) upon demonstrating that the Aircraft complies
         substantially with the Specification.

8.9      Reference to a regulatory  authority  shall  include any  succeeding
         department or agency then  responsible  for the duties of said
         regulatory authority.




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ARTICLE 9  -  ACCEPTANCE PROCEDURE

9.1      Bombardier shall give Buyer at least thirty (30) days advance notice,
         by facsimile or telegraphic communication or other expeditious means,
         of the projected date of readiness of each Aircraft for inspection and
         delivery.

         Bombardier shall give Buyer at least ten (10) working days advance
         notice, by facsimile or telegraphic communication or other expeditious
         means, of the date on which an Aircraft will be ready for Buyer's
         inspection, flight test and acceptance (the "Readiness Date").

9.2      Within two (2) days following receipt by Buyer of the notice of
         Readiness Date Buyer shall:

         (a)      provide notice to Bombardier as to the source and method of
                  payment of the balance of the Aircraft Purchase Price;

         (b)      identify to Bombardier the names of Buyer's representatives
                  who will participate in the inspection, flight test and
                  acceptance; and

         (c)      provide evidence of the authority of the designated persons to
                  execute the Certificate of Acceptance and other delivery
                  documents on behalf of Buyer.

9.3      Buyer shall have three (3) consecutive working days commencing on the
         Readiness Date in which to complete the inspection and flight test
         (such three (3) working day period being the "Acceptance Period").

9.4      Up to four (4) representatives of Buyer may participate in Buyer's
         ground inspection of the Aircraft and two (2) representatives of Buyer
         may participate in the flight test. Bombardier shall, if requested by
         Buyer, perform an acceptance flight of not less than one (1) and not
         more than three (3) hours duration. Ground inspection and flight test
         shall be conducted in accordance with Bombardier's acceptance
         procedures (a copy of which shall be provided to Buyer at least 30 days
         prior to the Scheduled Delivery Date of the first Aircraft governed by
         the applicable Supplement hereunder) and at Bombardier's expense. At
         all times during ground inspection and flight test, Bombardier shall
         retain control over the Aircraft.

9.5      If no Aircraft defect or discrepancy is revealed during the ground
         inspection or flight test, Buyer shall accept the Aircraft on or before
         the last day of the Acceptance Period in accordance with the provisions
         of Article 9.7.


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9.6      If any material defect or discrepancy in the Aircraft is revealed by
         Buyer's ground inspection or flight test, the defect or discrepancy
         will promptly be corrected by Bombardier, at no cost to Buyer, which
         correction may occur during or after the Acceptance Period depending on
         the nature of the defect or discrepancy and of the time required for
         correction. To the extent necessary to verify such correction,
         Bombardier shall perform one (1) or more further acceptance flights.

9.7      Upon  completion of the ground  inspection  and  acceptance  flight of
         the Aircraft and  correction of any defects or discrepancies:

         (a)      Buyer will sign a Certificate of Acceptance (in the form of
                  Exhibit I hereto ) for the Aircraft. Execution of the
                  Certificate of Acceptance by or on behalf of Buyer shall be
                  evidence of Buyer having examined the Aircraft and found it in
                  accordance with the provisions of this Agreement. The date of
                  signature of the Certificate of Acceptance shall be the
                  "Acceptance Date";

         (b)      Bombardier will supply a TC Certificate of Airworthiness for
                  Export, and

         (c)      Buyer shall pay Bombardier the balance of the Aircraft
                  Purchase Price and any other amounts due, at which time
                  Bombardier shall issue a bill of sale (in the form of Exhibit
                  II hereto) passing to Buyer good title to the Aircraft free
                  and clear of all liens, claims, charges and encumbrances
                  except for those liens, charges or encumbrances created by or
                  claimed through Buyer (the "Bill of Sale"). The date on which
                  Bombardier delivers the Bill of Sale and Buyer takes delivery
                  of the Aircraft shall be the "Delivery Date".

         Delivery of the Aircraft shall be evidenced by the execution and
         delivery of the Bill of Sale and of the Certificate of Receipt of
         Aircraft (in the form of Exhibit III hereto ).

9.8      Provided that Bombardier has met all of its obligations under this
         Article 9, should Buyer not accept, pay for and take delivery of any of
         the Aircraft governed by the applicable Supplement within ten (10)
         calendar days after the end of the Acceptance Period of such Aircraft,
         Buyer shall be deemed to be in default of the terms of this Agreement
         with respect to all the undelivered Aircraft governed by the applicable
         Supplement.




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9.9      Buyer shall promptly, upon demand, reimburse Bombardier for all costs
         and expenses reasonably incurred by Bombardier as a result of Buyer's
         failure to accept or take delivery of the Aircraft, including but not
         limited to reasonable amounts for storage, insurance, taxes,
         preservation or protection of the Aircraft. Provided that Bombardier
         has met all of its obligations under this Article 9, should Buyer not
         accept, pay for and/or take delivery of any one of the Aircraft
         governed by a Supplement within thirty (30) calendar days following the
         end of the Acceptance Period, the present Agreement, with respect to
         all Aircraft governed by such Supplement shall automatically terminate.
         Bombardier shall however, have the option (but not the obligation) of
         waiving such termination should Buyer, within ten (10) calendar days
         following such termination, make arrangements satisfactory to
         Bombardier to accept delivery and provide payment for all amounts owing
         or to become due pursuant to this Agreement and the applicable
         Supplement.



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ARTICLE 10  -  TITLE AND RISK

10.1     Title to the Aircraft and risk of loss of or damage to the Aircraft
         passes to Buyer when Bombardier presents the Bill of Sale to Buyer on
         the Delivery Date.

10.2     If, after transfer of title on the Delivery Date, the Aircraft remains
         in or is returned to the care, custody or control of Bombardier, Buyer
         shall retain risk of loss of, or damage to the Aircraft and for itself
         and on behalf of its insurer(s) hereby waives and renounces to, and
         releases Bombardier and any of Bombardier's affiliates from any claim,
         whether direct, indirect or by way of subrogation, for damages to or
         loss of the Aircraft arising out of, or related to, or by reason of
         such care, custody or control.


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ARTICLE 11  -  CHANGES

11.1     Other than a Permitted Change as described in Article 11.2, or a
         Regulatory Change as described in Article 8.4, any change to the
         Aircraft (including without limitation the Specification) or any
         features, changing such Aircraft from that described in the
         Specification, requested by Buyer, and as may be mutually agreed upon
         by the parties hereto, shall be made using a change order ("Change
         Order") substantially in the format of Exhibit IV hereto. Should Buyer
         request a change, Bombardier shall advise Buyer, to the extent
         reasonably practical, of the effect, if any, of such change request on:

         (a)    the Scheduled Delivery Date;

         (b)    the price and payment terms applicable to the Change Order; and

         (c)    any other material provisions of this Agreement which will be
                affected by the Change Order.

         Such Change Order shall become effective and binding on the parties
         hereto when signed by a duly authorized representative of each party.

11.2     Bombardier, prior to the Delivery Date and without a Change Order or
         Buyer's consent, may:

         (a)    substitute the kind, type or source of any material, part,
                accessory or equipment with any other material, part, accessory
                or equipment of like, equivalent or better kind or type; or

         (b)    make such change or modification to the Specification as it
                deems appropriate to:

                1)    improve the Aircraft, its maintainability or appearance,
                      or
                2)    to prevent delays in manufacture or delivery, or
                3)    to meet the delivery requirements of Articles 2, 6 and 8,
                      other than with respect to a Regulatory Change to which
                      the provisions of Articles 8.4 and 8.5 shall apply,

         provided that such substitution, change or modification shall not
         affect the Aircraft Purchase Price or materially affect the Scheduled
         Delivery Date, interchangeability or replacability of spare parts or
         performance characteristics of the Aircraft. Any change made in
         accordance with the provisions of this Article 11.2 shall be deemed to
         be a "Permitted Change" and the cost thereof shall be borne by
         Bombardier.



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ARTICLE 12  -  BUYER'S REPRESENTATIVES AT MANUFACTURE SITE

12.1     From time to time, commencing with the date which is thirty (30) days
         prior to the Scheduled Delivery Date of the first Aircraft governed by
         the applicable Supplement, and ending with the Delivery Date of the
         last Aircraft purchased hereunder, Bombardier shall furnish, without
         charge, office space at Bombardier's facility for one (1)
         representative of Buyer. Buyer shall be responsible for all expenses of
         its representative and shall notify Bombardier at least thirty (30)
         days prior to the first scheduled visit of such representative and
         three (3) days for each subsequent visit.

12.2     Bombardier's and Bombardier's affiliates' facilities shall be
         accessible to Buyer's representative during normal working hours.
         Buyer's representative shall have the right to periodically observe the
         work at Bombardier's or Bombardier's affiliates' facilities where the
         work is being carried out provided there shall be no disruption in the
         performance of the work.

12.3     Bombardier shall advise Buyer's representative of Bombardier's or
         Bombardier's affiliates' rules and regulations applicable at the
         facilities being visited and Buyer's representative shall conform to
         such rules and regulations.

12.4     At any time prior to delivery of the Aircraft, Buyer's representative
         may request, in writing, correction of parts or materials which they
         reasonably believe are not in accordance with the Specification.
         Bombardier shall provide a written response to any such request.
         Communication between Buyer's representative and Bombardier shall be
         solely through Bombardier's Contract Department or it's designate.

12.5     BUYER HEREBY RELEASES AND AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS
         BOMBARDIER, ITS ASSIGNEES AND AFFILIATES AND THEIR OFFICERS, DIRECTORS,
         AGENTS, EMPLOYEES AND CONTRACTORS FROM AND AGAINST ALL LIABILITIES,
         DAMAGES, LOSSES, COSTS AND EXPENSES RESULTING FROM INJURIES TO OR DEATH
         OF OR LOSS OF OR DAMAGE TO PROPERTY OF BUYER OR BUYER'S REPRESENTATIVES
         WHILE AT BOMBARDIER'S OR BOMBARDIER'S AFFILIATES OR SUBCONTRACTOR'S
         FACILITIES AND/OR DURING INSPECTION, FLIGHT TEST OR ACCEPTANCE OF THE
         AIRCRAFT, WHETHER OR NOT CAUSED BY THE ACTIVE, PASSIVE OR IMPUTED
         NEGLIGENCE OR STRICT PRODUCTS LIABILITY OF BOMBARDIER, ITS ASSIGNEES,
         AFFILIATES OR THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR
         CONTRACTORS.


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ARTICLE 13  -  EXCUSABLE DELAY

13.1     In the event of a delay on the part of Bombardier in the performance of
         its obligations or responsibilities under the provisions of this
         Agreement or any applicable Supplement due directly or indirectly to a
         cause which is beyond the reasonable control or without the fault or
         negligence of Bombardier (an "Excusable Delay"), Bombardier shall not
         be liable for, nor be deemed to be in default under this Agreement nor
         under the applicable Supplement on account of such delay in delivery of
         the Aircraft or other performance hereunder and the time fixed or
         required for the performance of any obligation or responsibility in
         this Agreement or the applicable Supplement shall be extended for a
         period equal to the period during which any such cause or the effect
         thereof persist. Excusable Delay shall be deemed to include, without
         limitation, delays occasioned by the following causes:

          (a)   force majeure or acts of God;
          (b)   war, warlike operations, act of the enemy, armed aggression,
                civil commotion, insurrection, riot or embargo;
          (c)   fire, explosion, earthquake, lightning, flood, draught,
                windstorm or other action of the elements or other catastrophic
                or serious accidents;
          (d)   epidemic or quarantine restrictions;
          (e)   any legislation, act, order, directive or regulation of any
                governmental or other duly constituted authority;
          (f)   strikes, lock-out, walk-out, and/or other labour troubles
                causing cessation, slow-down or interruption of work;
          (g)   lack or shortage or delay in delivery of supplies, materials,
                accessories, equipment, tools or parts;
          (h)   delay or failure of carriers, subcontractors or suppliers for
                any reason whatsoever; or
          (i)   delay in obtaining type certification or any airworthiness
                approval or certificate, or any equivalent approval or
                certification, by reason of any law or governmental order,
                directive or regulation or any change thereto, or interpretation
                thereof, by a governmental agency, the effective date of which
                is subsequent to the date of the applicable Supplement, or by
                reason of any change or addition made by Bombardier or its
                affiliates as a result of a request of or requirement made by a
                governmental agency to the compliance program of Bombardier or
                of its affiliate, or any part thereof, as same may have been
                approved by TC, or change to the interpretation thereof to
                obtain any such airworthiness approval or certificate.



                                      -20-


<PAGE>   21



13.2     (a)    If Bombardier concludes, based on its appraisal of the facts and
                normal scheduling procedures, that due to Excusable Delay
                delivery of an Aircraft will be delayed for more than twelve
                (12) months after the originally Scheduled Delivery Date or any
                revised date agreed to in writing by the parties, Bombardier
                shall promptly notify Buyer in writing and either party may then
                terminate the applicable supplement and the Agreement as it
                relates thereto with respect to such Aircraft by giving written
                notice to the other within fifteen (15) days after receipt by
                Buyer of Bombardier's notice.

         (b)    If, due to Excusable Delay, delivery of an Aircraft is delayed
                for more than twelve (12) months after the Scheduled Delivery
                Date, either party may terminate the applicable Supplement and
                the Agreement as it relates thereto with respect to such
                Aircraft by giving written notice to the other within fifteen
                (15) days after the expiration of such twelve (12) month period.

13.3     Termination under Article 13.2 shall discharge all obligations and
         liabilities of Buyer and Bombardier hereunder with respect to such
         delayed Aircraft and all related undelivered items and services, except
         that Bombardier shall promptly repay to Buyer, and Bombardier's sole
         liability and responsibility shall be limited to the repayment to
         Buyer, of all advance payments for such Aircraft received by Bombardier
         less any amount due by Buyer to Bombardier.

13.4     The termination rights set forth in Article 13.2 are in substitution
         for any and all other rights of termination or contract lapse arising
         by operation of law in connection with Excusable Delays.




                                      -21-

<PAGE>   22




ARTICLE 14  -  NON-EXCUSABLE DELAY

14.1     If delivery of the Aircraft is delayed by causes not excused under
         Article 13.1 (a "Non-Excusable Delay"), Bombardier shall pay Buyer, as
         liquidated damages and not as a penalty, the amount as set forth in the
         applicable Supplement for each day of Non-Excusable Delay in excess of
         a grace period of the number of days set forth in the applicable
         Supplement, to a maximum of the amount set forth in the applicable
         Supplement for any such delayed Aircraft.

14.2     Any right Buyer might otherwise have to refuse to accept delivery of an
         Aircraft when offered by Bombardier for inspection and acceptance
         following a Non-Excusable Delay is included within the rights and
         remedies for which the liquidated damages provided pursuant to Article
         14.1 are the exclusive right and remedy. Buyer will not have the right
         to refuse to take delivery of any Aircraft because of a Non-Excusable
         Delay unless and until the aggregate duration of the Non-Excusable
         Delay for such Aircraft exceeds the period as set forth in the
         applicable Supplement. If Bombardier has not offered an Aircraft for
         inspection and acceptance before the end of that period as set forth in
         the applicable Supplement, Buyer may terminate the Agreement as to such
         Aircraft by giving notice to Bombardier. If, no such notice having been
         given, Bombardier offers such Aircraft for inspection and acceptance
         and Buyer refuses to take delivery of such Aircraft because of
         Non-Excusable Delay, Buyer will be deemed to have terminated the
         Agreement and the applicable Supplement as to such Aircraft. Buyer
         shall, effective upon such termination, be entitled to recover from
         Bombardier, as liquidated damages and not as a penalty, the aggregate
         amount of liquidated damages calculated under Article 14.1 to the date
         of termination. In addition Bombardier shall promptly repay to Buyer
         all advance payments for such Aircraft plus daily simple interest
         thereon from the date of receipt to the date of repayment at the prime
         rate charged by the National Bank of Canada from time to time,
         calculated and compounded monthly.




                                      -22-

<PAGE>   23




ARTICLE 15  -  LOSS OR DAMAGE

15.1     In the event that prior to the Delivery Date of any Aircraft, the
         Aircraft is lost, destroyed or damaged beyond repair due to any cause,
         Bombardier shall promptly notify Buyer in writing. Such notice shall
         specify the earliest date reasonably possible, consistent with
         Bombardier's other contractual commitments and production schedule, by
         which Bombardier estimates it would be able to deliver a replacement
         for the lost, destroyed or damaged Aircraft. The applicable Supplement
         and this Agreement as it relates thereto shall automatically terminate
         with respect to such Aircraft unless Buyer gives Bombardier written
         notice, within thirty (30) days of Bombardier's notice, that Buyer
         desires a replacement for such Aircraft. If Buyer gives such notice to
         Bombardier, the parties shall execute an amendment to the applicable
         Supplement which shall set forth the Delivery Date for such replacement
         aircraft and corresponding new replacement Aircraft Purchase Price;
         provided, however, that nothing herein shall obligate Bombardier to
         manufacture and deliver such replacement aircraft if it would require
         the reactivation or acceleration of its production line for the model
         of aircraft purchased hereunder. The terms and conditions of this
         Agreement and the applicable Supplement applicable to the replaced
         Aircraft shall apply to the replacement aircraft.




                                      -20-

<PAGE>   24




ARTICLE 16  -  TERMINATION

16.1     Any Supplement hereto and this Agreement as it relates thereto may be
         terminated, in whole or in part, with respect to any or all of the
         Aircraft governed by such Supplement before the applicable Delivery
         Date by Bombardier or Buyer by notice of termination to the other party
         upon the occurrence of any of the following events:

         (a)    a party makes an assignment for the benefit of creditors or
                admits in writing its inability to pay its debts or generally
                does not pay its debts as they become due; or

         (b)    a receiver or trustee is appointed for a party or for
                substantially all of such party's assets and, if appointed
                without such party's consent, such appointment is not discharged
                or stayed within thirty (30) calendar days thereafter; or

         (c)    proceedings or action under any law relating to bankruptcy,
                insolvency or the reorganization or relief of debtors are
                instituted by or against a party, and, if contested by such
                party, are not dismissed or stayed within thirty (30) calendar
                days thereafter; or

         (d)    any writ of attachment or execution or any similar process is
                issued or levied against a party or any significant part of its
                property and is not released, stayed, bonded or vacated within
                thirty (30) calendar days after its issue or levy.

16.2     In addition, any Supplement hereto and this Agreement as it relates
         thereto may be terminated, in whole or in part, before the Delivery
         Date with respect to any or all undelivered Aircraft governed by the
         applicable Supplement:

         (a)    as otherwise provided in this Agreement or the applicable
                Supplement; or

         (b)    by Bombardier, if Buyer is in default or breach of any material
                term or condition of this Agreement or the applicable Supplement
                and Buyer does not cure such default or breach within thirty
                (30) calendar days after receipt of notice from Bombardier
                specifying such default or breach.

         (c)    by Buyer, if Bombardier is in default or breach of any material
                term or condition of this Agreement or the applicable Supplement
                and such breach remains uncured for a period of sixty (60)
                calendar days following receipt of a notice from Buyer
                specifying the nature of default or breach.


                                      -24-



<PAGE>   25




16.3     In case of termination under Articles 5.2 or 9.9, or by Bombardier
         pursuant to Articles 16.1 or 16.2:

         (a)    all rights (including property rights), if any, which Buyer or
                its assignee may have or may have had in or to this Agreement
                and the applicable Supplement or any or all of the undelivered
                Aircraft governed by such Supplement shall become null and void
                with immediate effect;

         (b)    Bombardier may sell, lease or otherwise  dispose of such
                Aircraft to another party free of any claim by Buyer; and

         (c)    all amounts paid by Buyer with respect to the applicable
                undelivered Aircraft governed by the applicable Supplement shall
                be retained by Bombardier and shall be applied against the
                costs, expenses, losses and damages incurred by Bombardier as a
                result of Buyer's default and/or the termination of this
                Agreement and the applicable Supplement. Buyer hereby
                acknowledges and recognizes that such costs, expenses, losses
                and damages will aggregate not less than the amount previously
                paid by Buyer with respect to such undelivered Aircraft.

16.4     Subject to Article 14.1, in the event of termination of this Agreement
         and the applicable Supplement by Buyer, Buyer's sole rights, remedies
         and recourses against Bombardier and Bombardier's obligations to Buyer
         shall be limited to only the return by Bombardier of those amounts paid
         by Buyer to Bombardier hereunder on account of the undelivered Aircraft
         governed by the applicable Supplement.




                                      -25-

<PAGE>   26




ARTICLE 17  -  NOTICES

17.1     Any notice, request, approval, permission, consent or other
         communication ("Notice"), to be given or required under this Agreement
         or a Supplement shall be provided in writing, by registered mail,
         facsimile, courier, telegraphic or other electronic communication
         providing reasonable proof of transmission, except that no notice shall
         be sent by mail if disruption of postal service exists or is threatened
         either in the country of origin or of destination, by the party giving
         the Notice and shall be addressed as follows:

         (a)    Notices to Bombardier shall be addressed to:

                Bombardier Inc.
                Bombardier Aerospace, Regional Aircraft
                123 Garratt Boulevard
                Downsview, Ontario
                Canada M3K 1Y5

                Attention:     Director of Contracts
                Facsimile:     (416) 375-4533


         (b)    Notices to Buyer shall be addressed to:

                SkyWest Airlines, Inc.
                444 South River Road
                St. George, Utah
                USA, 84790

                Attention:     Vice-President, Planning
                Facsimile:     (435) 634-3305

17.2     Notice given in accordance with Article 17.1 shall be deemed
         sufficiently given to and received by the addressees:

         (a)    if delivered by hand, on the day when the same shall have been
                so delivered; or

         (b)    if mailed or sent by courier on the day indicated on the
                corresponding acknowledgment of receipt; or

         (c)    if sent by telex or facsimile on the day indicated by the
                acknowledgment or the answer back of the receiver in provable
                form.



                                      -26-

<PAGE>   27




ARTICLE 18  -  INDEMNITY AGAINST PATENT INFRINGEMENT

18.1     In the case of any actual or alleged infringement of any Canadian or
         United States patent or, subject to the conditions and exceptions set
         forth below, any patent issued under the laws of any other country in
         which Buyer from time to time may lawfully operate the Aircraft ("Other
         Patents"), by the Aircraft, or by any system, accessory, equipment or
         part installed in such Aircraft at the time title to such Aircraft
         passes to Buyer, Bombardier shall indemnify, protect and hold harmless
         Buyer from and against all claims, suits, actions, liabilities, damages
         and costs resulting from the infringement, excluding any indirect,
         punitive incidental or consequential damages (which include without
         limitation loss of revenue or loss of profit) and Bombardier shall, at
         its option and expense:

         (a)    procure for Buyer the right under such patent to  use such
                system, accessory, equipment or part; or

         (b)    replace  such  system,  accessory,  equipment  or part with one
                of the  similar  nature  and  quality  that is
                non-infringing; or

         (c)    modify such system, accessory, equipment or part to make same
                non-infringing in a manner such as to keep it otherwise in
                compliance with the requirements of this Agreement.

         Bombardier's obligation hereunder shall extend to Other Patents only if
         from the time of design of the Aircraft, system, accessory, equipment
         or part until the alleged infringement claims are resolved:

         (d)    such other country and the country in which the Aircraft is
                permanently registered have ratified and adhered to and are at
                the time of the actual or alleged infringement contracting
                parties to the Chicago Convention on International Civil
                Aviation of December 7, 1944 and are fully entitled to all
                benefits of Article 27 thereof; and

         (e)    such other country and the country of registration shall each
                have been a party to the International Convention for the
                Protection of Industrial Property (Paris Convention) or have
                enacted patent laws which recognize and give adequate protection
                to inventions made by the nationals of other countries which
                have ratified, adhered to and are contracting parties to both of
                the forgoing conventions.

18.2     The foregoing indemnity does not apply to BFE, or to avionics, engines
         or any system, accessory, equipment or part that was not manufactured
         to Bombardier's detailed design or to any system, accessory, equipment
         or part manufactured by a third party to Bombardier's detailed design
         without Bombardier's authorization.



                                      -27-

<PAGE>   28


18.3     Buyer's remedy and Bombardier's obligation and liability under this
         Article are conditional upon (i) Buyer giving Bombardier written notice
         within ten (10) days after Buyer receives notice of a suit or action
         against Buyer alleging infringement or within twenty (20) days after
         Buyer receives any other written claim of infringement (ii) Buyer uses
         reasonable efforts in full cooperation with Bombardier to reduce or
         mitigate any such expenses, damages, costs or royalties involved, and
         (iii) Buyer furnishes promptly to Bombardier all data, papers and
         records in its possession or control necessary or useful to resist and
         defend against such claim or suit. Bombardier may at its option conduct
         negotiations with any party claiming infringement and may intervene in
         any suit or action. Whether or not Bombardier intervenes, Bombardier
         shall be entitled at any stage of the proceedings to assume or control
         the defense. Buyer's remedy and Bombardier's obligation and liability
         are further conditional upon Bombardier's prior approval of Buyer's
         payment or assumption of any liabilities, expenses, damages, royalties
         or costs for which Bombardier may be held liable or responsible.

18.4     THE INDEMNITY, OBLIGATIONS AND LIABILITIES OF BOMBARDIER AND REMEDIES
         OF BUYER SET OUT IN THIS ARTICLE ARE EXCLUSIVE AND ACCEPTED BY BUYER TO
         BE IN LIEU OF AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES,
         RELEASES AND RENOUNCES, ALL OTHER INDEMNITIES, OBLIGATIONS AND
         LIABILITIES OF BOMBARDIER AND OF ITS AFFILIATES AND ALL OTHER RIGHTS,
         REMEDIES AND CLAIMS, INCLUDING CLAIMS FOR DAMAGES, DIRECT, INDIRECT,
         PUNITIVE INCIDENTAL OR CONSEQUENTIAL, OF BUYER AGAINST BOMBARDIER AND
         ITS AFFILIATES EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH
         RESPECT TO ANY ACTUAL OR ALLEGED PATENT INFRINGEMENT BY THE AIRCRAFT OR
         ANY INSTALLED SYSTEM, ACCESSORY, EQUIPMENT OR PART.



                                      -28-


<PAGE>   29




ARTICLE 19  -  LIMITATION OF LIABILITY AND INDEMNIFICATION

19.1     BOMBARDIER SHALL HAVE NO OBLIGATION OR LIABILITY (AT LAW OR IN EQUITY),
         WHETHER ARISING IN CONTRACT (INCLUDING WITHOUT LIMITATION, WARRANTY),
         IN TORT (INCLUDING THE ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE, OR GROSS
         NEGLIGENCE OR WILLFUL MISCONDUCT, OR STRICT PRODUCTS LIABILITY OF
         BOMBARDIER OR ITS AFFILIATES), OR OTHERWISE, FOR ANY CLAIM CAUSE OF
         ACTION, OR MATTER OF ANY KIND ARISING UNDER, IN CONNECTION WITH OR
         PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN, FOR
         LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER INDIRECT, INCIDENTAL,
         CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE.

19.3     THE WARRANTIES, LIABILTIES AND OBLIGATIONS OF BOMBARDIER, AND THE
         REMEDIES OF BUYER SET FORTH IN THIS AGREEMENT ) ARE EXCLUSIVE AND IN
         SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL
         OTHER WARRANTIES, GUARANTEES, OBLIGATIONS, REPRESENTATIONS AND
         LIABILITIES OF, AND RIGHTS, CLAIMS, REMEDIES, DAMAGES, COSTS AND
         EXPENSES AGAINST, BOMBARDIER OR ANY SUCCESSOR OR PERMITTED
         ASSIGNEE,EXPRESSED OR IMPLIED ARISING IN FACT, IN LAW, IN EQUITY, IN
         CONTRACT, IN TORT OR OTHERWISE, INCLUDING BUT NOT LIMITED TO (a) ANY
         IMPLIED WARRANTY OR CONDITIONS OF MERCHANTABLITY OR FITNESS, (b) ANY
         IMPLIED WARRANTY OR CONDITON ARISING FROM COURSE OF PERFORMANCE, COURSE
         OF DEALING OR USAGE OF TRADE, (c) ANY OBLIGATION, LIABILITY, RIGHT,
         CLAIM OR REMEDY FOR NON-CONFORMANCE OR DEFECT OR FAILURE OF ANY KIND OR
         LOSS OF OR DAMAGE TO ANY AIRCRAFT OR PART THEREOF, ANY SPARE PARTS OR
         ANY TECHNICAL DATA, PRODUCT, DOCUMENT OR SERVICE PROVIDED UNDER THIS
         AGREEMENT. (d) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR
         LOSS OF OR DAMAGE TO ANY AIRCRAFT, ANY BRAD PARTS, ANY VENDOR PARTS,
         ANY SPARE PARTS OR ANY TECHNICAL DATA.



                                      -29-


<PAGE>   30



19.3     BUYER HEREBY RELEASES AND AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS
         BOMBARDIER, ITS SUBSIDIARIES, AFFILIATES, SUBCONTRACTORS AND LESSORS,
         AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS AND AGENTS, AND
         EACH OF THEM, FROM AND AGAINST ALL LIABILITIES, CLAIMS, DAMAGES,
         LOSSES, COSTS AND EXPENSES FOR LOSS OF OR DAMAGE TO PROPERTY INCLUDING
         ANY AIRCRAFT, AND LOSS OF USE THEREOF, OR INJURIES TO OR DEATH OF ANY
         AND ALL PERSONS (INCLUDING BUYER'S DIRECTORS, OFFICERS, AGENTS AND
         EMPLOYEES BUT EXCLUDING BOMBARDIER'S DIRECTORS, OFFICERS, AGENTS AND
         EMPLOYEES), ARISING DIRECTLY OR INDIRECTLY OUT OF OR IN CONNECTION WITH
         ANY SERVICE PROVIDED UNDER THIS AGREEMENT.




                                      -30-

<PAGE>   31




ARTICLE 20  -  ASSIGNMENT

20.1     Either party may assign, sell, transfer or dispose of (in whole or in
         part) any of its rights and obligations hereunder or a Supplement to a
         wholly owned subsidiary or affiliate provided that there is no increase
         to the liability and/or responsibility of the non-assigning party and
         that the assigning party remains jointly and severally liable with any
         assignee for the performance of its obligation under this Agreement.

20.2     Except as provided in Article 20.1, Buyer shall not assign, sell,
         transfer or dispose of (in whole or in part) any of its rights or
         obligations hereunder or a Supplement without Bombardier's prior
         written consent. In the event of such assignment, sale, transfer or
         disposition Buyer shall remain jointly and severally liable with any
         assignee for the performance of all and any of Buyer's obligations
         under this Agreement and Bombardier reserves the right as a condition
         of its consent to amend one or more of the terms and conditions of this
         Agreement and (including for more certainty) the applicable Supplement.

20.3     Notwithstanding Article 20.2 above, Buyer may assign, after transfer of
         title of the Aircraft, its rights under this Agreement, save and except
         for any rights of Buyer which are expressly stated to be personal to
         Buyer, to a third party purchaser of any one of the Aircraft, provided
         said third party acknowledges in writing to be bound by the applicable
         terms and conditions of this Agreement, and provided that there is no
         increase to the liability and/or responsibility of Bombardier.

20.4     Bombardier may assign any of its rights to receive money hereunder
         without the prior consent of Buyer.

20.5     Notwithstanding the other provisions of this Article 20, Bombardier
         shall, at Buyer's cost and expense, if so requested in writing by
         Buyer, take any action reasonably required for the purpose of causing
         any of the Aircraft to be subjected (i) to, after the Delivery Date, an
         equipment trust, conditional sale or lien, or (ii) to another
         arrangement for the financing of the Aircraft by Buyer, providing,
         however, there shall be no increase to the liability and/or
         responsibility of Bombardier arising through such financing.




                                      -31-

<PAGE>   32




ARTICLE 21  -  SUCCESSORS

21.1     This Agreement  shall inure to the benefit of and be binding upon each
         of Bombardier  and Buyer and their  respective successors and permitted
         assignees.



                                      -32-


<PAGE>   33




ARTICLE 22  -  APPLICABLE LAWS

22.1     THIS AGREEMENT (AND INCLUDING FOR MORE CERTAINTY ANY APPLICABLE
         SUPPLEMENTS) SHALL BE SUBJECT TO AND CONSTRUED IN ACCORDANCE WITH AND
         THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY THE DOMESTIC LAWS OF THE
         PROVINCE OF ONTARIO, CANADA, EXCLUDING THE CHOICE OF LAW RULES, AND THE
         PARTIES HAVE AGREED THAT THE APPLICATION OF THE UNITED NATIONS
         CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS HEREBY
         EXCLUDED.

22.2     Bombardier's obligations under this Agreement shall be subject to and
         apply only to the extent permitted by applicable laws, regulations,
         directives and/or orders regarding export controls.



                                      -33-


<PAGE>   34




ARTICLE 23  -  CONFIDENTIAL NATURE OF AGREEMENT

23.1     This Agreement is confidential between the parties and shall not,
         without the prior written consent of the other party, be disclosed by
         either party in whole or in part to any other person or body except:

                iii)  as may be required by financial institutions or arrangers
                      involved with the financing of the Aircraft, and then only
                      subject to such person or body agreeing to execute the
                      other party's confidentiality agreement. It is the
                      disclosing party's responsibility to have such form
                      executed with any third party prior to disclosure of any
                      such information and to provide such form to the other
                      party for approval. The foregoing does not apply where the
                      disclosing party or the applicable third party is required
                      to disclose such information by law or compelled by court
                      order to do so, and

                iv)   as may be required by United Airlines Inc. ("United"), and
                      then only after a request in writing from United and only
                      subject to specified receiving personnel of United
                      agreeing to execute a confidentiality agreement in a form
                      reasonably acceptable to Bombardier.

23.2     Except as may be reasonably required for the normal operation,
         maintenance, overhaul and repair of the Aircraft, Buyer shall hold
         confidential all technical data and information supplied by or on
         behalf of Bombardier. Buyer shall not reproduce any technical data or
         information or divulge the same to any third party without the prior
         written consent of Bombardier.

23.3     Either party may announce the signing of this Agreement by means of a
         notice to the press provided that the content and date of the notice
         has been agreed to by the other party.

23.4     In the event that this Agreement is required to be filed as an exhibit
         to a registration statement under the Securities Act of 1933 as
         amended, (the "Securities" Act) or a periodic report under the Exchange
         Act of 1934, as amended (the "Exchange" Act) Buyer shall notify
         Bombardier, by written notice, at least forty-five (45) days prior to
         the date of such anticipated filing of such determination and the
         reasons therefor, and shall use its best efforts to work with
         Bombardier to prepare and file with the Securities and Exchange
         Commission (the "Commission") a request for confidential treatment
         pursuant to Rule 24b-2 under the Exchange Act or Rule 406 under the
         Securities Act, as the case may be, with respect to information in this
         Agreement, and such other information as Bombardier may reasonably
         request.




                                      -34-

<PAGE>   35




         Subject to compliance with the foregoing, and notwithstanding the other
         provisions of this Article, portions of this Agreement or a Supplement
         hereto may be filed as exhibits to such registration statement or
         periodic report to the extent required by the Commission and such
         filing shall not constitute a breach hereof by Buyer. This provision
         shall survive until the latter of (i) the complete performance by Buyer
         of its obligation hereunder or (ii) two (2) years from the date hereof.



                                      -35-



<PAGE>   36




ARTICLE 24  -  AGREEMENT

24.1     This Agreement including any Supplements pursuant hereto, as same may
         be amended from time to time, and the matters referred to herein
         constitute the entire Agreement between Bombardier and Buyer with
         respect to the Bombardier products governed by the applicable
         Supplements and supersede and cancel all prior representations,
         brochures, alleged warranties, statements, negotiations, undertakings,
         letters, memoranda of agreement, proposals, acceptances, agreements,
         understandings, contracts and communications, whether oral or written,
         between Bombardier and Buyer or their respective agents, with respect
         to or in connection with the subject matter of this Agreement and the
         applicable Supplement and no agreement or understanding varying the
         terms and conditions hereof shall be binding on either Bombardier or
         Buyer hereto unless an amendment to this Agreement or the applicable
         Supplement is issued and duly signed by their respective authorized
         representatives. In the event of any inconsistencies between this
         Agreement and a Supplement or other documents referred to herein, the
         provisions of the Supplement shall prevail.

24.2     If any of the provisions of this Agreement or a Supplement are for any
         reason declared by judgment of a court of competent jurisdiction to be
         unenforceable or ineffective, those provisions shall be deemed
         severable from the other provisions of this Agreement/the Supplement
         and the remainder of this Agreement/the Supplement shall remain in full
         force and effect.

24.3     THE BENEFIT OF THE WAIVER, RELEASE, RENUNCIATION AND EXCLUSION OF
         LIABILITY IN ARTICLE 19, EXTENDS ALSO TO THE OTHER DIVISIONS, OTHER
         SUBSIDIARIES, AND OTHER AFFILIATES OF BOMBARDIER INC. (COLLECTIVELY THE
         "BOMBARDIER GROUP") AND TO THE OFFICERS, DIRECTORS, EMPLOYEES AND
         REPRESENTATIVES OF THE BOMBARDIER GROUP.

24.4     Bombardier and Buyer confirm to each other they have each obtained the
         required authorizations and fulfilled any conditions applicable to
         enable each of them to enter into this Agreement and any Supplement.




                                      -36-

<PAGE>   37



24.5     Buyer and Bombardier agree that this Agreement has been the subject of
         discussion and negotiation and is fully understood by the parties
         hereto and that the other mutual agreements of the parties set forth
         herein were arrived at in consideration of the provisions contained in
         Articles, 12.5, 18.4, 19, Annex A Article 2.9.4.5 and Annex B Article
         5.1.

In witness whereof this Agreement was signed on the date written hereof:




For and on behalf of                                  For an on behalf of



SKYWEST AIRLINES, INC.                         BOMBARDIER INC.
                                               Bombardier Aerospace


         "Bradford R. Rich"                           "Scott Preece"


Signed:_____________________                   Signed:________________
         Bradford R. Rich                             Scott Preece
         Executive Vice President                     Manager of Contracts
         CFO, and Treasurer                           Regional Aircraft



         "Eric Christensen"


Signed:_____________________
         Eric Christensen
         Vice President, Planning




                                      -37-