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V2500 General Terms of Sale Agreement [Side Letter No. 2] - IAE International Aero Engines AG and New Air Corp.

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INTERNATIONAL
AERO ENGINES
[LETTERHEAD]


May 4, 1999

Mr. David G. Neeleman
New Air Corporation
6322 South 3000 East
Suite L201
Salt Lake City, Utah 84121

Subject: Side Letter No. 2 to the V2500 General Terms of Sale between IAE
         International Aero Engines AG ("IAE") and New Air Corporation
         ("New Air") dated May 4, 1999

Gentlemen:

We refer to the V2500 General Terms of Sale bearing reference marks
P:\NewAir\airgta.doc dated May 4, 1999 between IAE and New Air, as amended by
Side Letter No. 1 thereto, such contract being hereinafter referred to as the
"Contract." Capitalized terms used herein and not otherwise defined in this Side
Letter No. 2 shall have the meanings assigned thereto in the Contract.

This Side Letter No. 2 provides for certain product support as part of the
Contract.

1.       V2500 ENGINE AND PARTS SERVICE POLICY

         1.1      In respect of Engines originally installed on the Aircraft
                  (other than on Leased Aircraft) and in respect of the spare
                  Engines, IAE hereby amends the duration of coverage provided
                  in the V2500 Engine and Parts Service Policy set forth in
                  Exhibit D1, Section I, Paragraphs A and B to the Contract, as
                  follows:

                          New Air shall be entitled to first run coverage for
                          [****] hours or [****] cycles of engine operation,
                          whichever comes first. Extended first run coverage
                          will be provided from [****] hours or [****] cycles of
                          engine operation (whichever comes first) to [****]
                          hours or [****] cycles of engine operation (whichever
                          comes first) on a pro-rata basis.

                  Therefore, all references to "[****] hours" in Exhibit D-1 are
                  hereby changed to "[****] hours (or [****] cycles, whichever
                  comes first)." Also, all references to "[****] hours" in
                  Exhibit D-1 are hereby changed to "[****] hours (or [****]
                  cycles, whichever comes first)."


----------
[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.

                                                                   Page 1 of 4

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                  1.2      IAE agrees that with respect to Damaged First Run or
                           Extended First Run Engines under the V2500 Engine and
                           Parts Service Policy set forth in Exhibit D-1 that
                           IAE shall pay the transportation charges from the
                           Maintenance Center and New Air shall pay the
                           transportation charges for sending such part to the
                           Maintenance Center.

         2.       EMERGENCY ENGINE LEASE POOL SUPPORT

                  IAE has established a worldwide pool of V2500 emergency spare
                  engines for lease to operators of V2500 powered aircraft
                  experiencing unforeseen operational emergencies. This
                  emergency spare engine pool will be available to New Air, if
                  required, under IAE's standard terms of business for lease of
                  V2500 engines, provided that New Air commits to acquire and
                  continues to operate and maintain with respect to its Aircraft
                  a minimum of eight percent (8%) ratio of spare Engines to
                  installed Engines in each thrust category. IAE will make
                  reasonable efforts to place an emergency spare engine for
                  lease at New Air's base at John F. Kennedy International
                  Airport in New York.

         3.       CUSTOMER SUPPORT

                  3.1      CUSTOMER SUPPORT REPRESENTATIVE

                           To assist New Air in its V2500 Engine operation, a
                           customer support representative will be stationed on
                           site at New Air's main base at New York City's JFK
                           Airport for a minimum period of twelve (12) months
                           commencing three (3) months prior to Aircraft entry
                           into service at no charge to New Air. A customer
                           support representatives will be primarily assigned to
                           New Air, at no charge, for as long as New Air
                           operates a minimum of ten (10) Aircraft.

                           New Air will provide reasonable office facilities for
                           the Customer Support Representative, free of charge.

                           3.1.1.   ADDITIONAL CUSTOMER SUPPORT REPRESENTATIVE
                                    NETWORK

                                    The network of Pratt & Whitney, Rolls-Royce
                                    and other IAE customer support
                                    representatives located at New Air'
                                    destinations will be fully trained on all
                                    facets of V2500 Engine line maintenance and
                                    will be available to assist New Air as
                                    required.

                           3.1.2.   CUSTOMER TRAINING

                                    IAE will make instructors available to
                                    conduct tuition cost-free formal training
                                    programs covering engine operation, line
                                    maintenance and troubleshooting for
                                    reasonable numbers of New

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                                    Air personnel at the IAE Customer Training
                                    Center in Derby, England for so long as New
                                    Air operates one or more Aircraft in
                                    frequent, commercial service.

                                    Alternatively, IAE can make reasonable
                                    quantities of training available at New
                                    Air's base at New York City's JFK airport.
                                    In such case, New Air would provide the
                                    classroom and equipment and pay for the
                                    trainer's business class airfare, first
                                    class hotel accommodation and reasonable
                                    expenses and subsistence for the period
                                    where he is away from his normal place of
                                    business.

4.       TECHNICAL PUBLICATIONS

         Engine maintenance support publications including the Engine manual,
         illustrated parts catalog and service bulletins will be available to
         the latest AT 2100 digital data standards including CD-ROM. IAE will
         provide New Air free of charge with two (2) hard copies of each
         applicable V2500 manual and as many CD-ROM copies as may be reasonably
         necessary; hard copies of V2500 manuals not available on CD-ROM will be
         provided to New Air free of charge as may be reasonably required and
         IAE shall undertake to make reasonable efforts to provide such hard
         copy manuals to New Air in a CD-ROM format. Customized service is
         restricted to delivered Engine definition and updates and will not
         include customer originated changes, which would be subject to
         separate contractual arrangements.

5.       AD STATUS

         IAE agrees to provide to New Air with its Engine turnover documents a
         complete listing of FAA issued Airworthiness Directives (ADs) relevant
         to V2500 engines. If requested by New Air, IAE will additionally
         provide a compliance statement with such listing. (e.g., "As a
         condition of data - plating the engine, IAE ensures that all applicable
         FAA issued ADs have been complied with").

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Except as expressly amended by this Side Letter No. 2 and Side Letter No. 1,
all provisions of the Contract remain in full force and effect.

Very truly yours,                            Agreed to and Accepted on behalf of
IAE International Aero Engines AG            New Air Corporation



/s/ [Illegible]                              /s/ [Illegible]
--------------------------                   --------------------------
Name                                         Name

    VP. SALES                                    CEO
--------------------------                   --------------------------
Title                                        Title

    5-3-99                                       5-5-99
--------------------------                   --------------------------
Date                                         Date

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