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.

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.

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.

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

                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

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.

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

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.

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.

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.

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.

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.

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:     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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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