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Employment Agreement - New Air Corp. and David Neeleman

                              EMPLOYMENT AGREEMENT

            THIS EMPLOYMENT AGREEMENT (the "Employment Agreement"), dated as of
this 23rd day of November, 1998, is entered into by and among New Air
Corporation (the "Company" or "Employer") and David Neeleman ("Executive"). In
consideration of the mutual covenants and agreements hereinafter set forth, the
parties agree as follows:

            1. EMPLOYMENT.

            1.1. POSITION. During the Employment Term (as hereinafter defined)
and subject to the terms and conditions set forth herein, the Company agrees to
employ Executive as its Chief Executive Officer reporting to the Board of
Directors of the Company.

            1.2. DUTIES. Executive shall diligently, and to the best of his
ability, perform all such duties incident to his positions and use his best
efforts to promote the best interests of the Company.

            1.3. TIME TO BE DEVOTED TO EMPLOYMENT. During the Employment Term,
Executive shall devote his full time and energy to the business of the Company
and shall not be engaged in any competitive business activity without the
express written consent of the Company. Executive hereby represents that he is
not a party to any agreement which would be an impediment to entering into this
Employment Agreement and that he is permitted to enter into this Employment
Agreement and perform his obligations hereunder.


            2.1. ANNUAL SALARY. In consideration of and as compensation for the
services agreed to be performed by Executive hereunder, the Company agrees to
pay Executive commencing on the Effective Date a starting annual base salary of
Two Hundred Thousand dollars ($200,000), payable in accordance with the
Company's regular payroll schedule ("Base Salary"), less applicable withholdings
and deductions. The Base Salary will be subject to increase at the sole
discretion of the Board of Directors of the Company.

            2.2. PERFORMANCE BONUS. Executive shall be entitled to bonuses in
accordance with the Company bonus plan for Company officers to be established
and implemented by the Board of Directors of the Company payable in accordance
with the Company's standard policy, provided that Executive shall be entitled to
a guaranteed minimum annual bonus of $75,000 (the "Guaranteed Bonus") during the
Employment Term. The Company will deduct and withhold from any bonus payable to
Executive hereunder any and all applicable Federal, state and local income and
employment withholding taxes and any other amounts required to be deducted or
withheld by the Company under applicable statute or regulation.

            2.3. PARTICIPATION IN BENEFIT PLANS. During the Employment Term,
Executive shall be entitled to participate in any pension, group insurance,
Section 401(k), vision, dental, medical hospitalization, annual physical,
disability or other similar benefit plan, to the extent permitted by law, that
may from time to time be adopted by the Board of Directors of the Company, that
is generally available to the other executive officers of the Company. The
Company reserves the right to amend, modify or terminate any employee benefits
at any time for 

any reason. Until such time as the Company's medical plans are in place, the
Company shall reimburse Executive's cost in continuing his existing medical
insurance coverage under COBRA.

            2.4. REIMBURSEMENT OF EXPENSES; MOVING EXPENSES. The Company shall
reimburse Executive for all reasonable business expenses incurred by Executive
on behalf of the Company during the Employment Term, provided that: (i) such
reasonable expenses are ordinary and necessary business expenses incurred on
behalf of the Company, and (ii) Executive provides the Company with itemized
accounts, receipts and other documentation for such expenses as are reasonably
required by the Company. The Company shall also reimburse Executive for
relocation expenses incurred within six months of the date hereof in connection
with Executive's relocation to the New York City area (including the real estate
commission on the sale of Executive's current home).

            2.5. VACATION. During the Employment Term, Executive will be
entitled to five (5) weeks of paid vacation per annum.

            3. EMPLOYMENT TERM.

            3.1. EMPLOYMENT TERM. The "Employment Term" means the period
commencing on the closing of the Company's first equity financing which yields
proceeds to the Company in excess of $5 million (the "Effective Date") and
terminating on the earlier of five (5) years from the Effective Date or as set
forth in Section 4.1.

            3.2. NOTICE OF RENEWAL. At least sixty (60) days prior to the
natural expiration of the initial Employment Term of this Employment Agreement
and sixty (60) days prior to each one-year anniversary thereafter, if
applicable, the Company shall give Executive written notice of whether the
Company will be seeking a one-year extension of Executive's services beyond the
initial Employment Term or subsequent one-year period, if applicable. Unless
such notice indicates that there will be no extension, the term of this
Employment Agreement shall be automatically renewed for successive one-year
periods. However, Executive's employment with Employer will continue unless
terminated by Executive or the Company as set forth in Section 4.1.


            4.1. METHOD OF TERMINATION. Executive's employment pursuant to this
Employment Agreement and the Employment Term provided for herein shall terminate
upon the first of the following to occur (either with the Company, or the
Company or its successors):

                  A. Executive's death; or

                  B. Date that written notice is deemed given or made by the
Company to Executive that as a result of any physical or mental injury or
disability, he is unable to perform the essential functions of his job, with or
without reasonable accommodation. Such notice may be issued when the Board of
Directors of the Company has reasonably determined that Executive has become
unable to perform substantially his services and duties hereunder with or
without reasonable accommodation because of any physical or mental injury or
disability, and that it is 


reasonably likely that he will not be able to resume substantially performing
his services and duties on substantially the terms and conditions as set forth
in this Employment Agreement; or

                  C. Date that written notice is deemed given or made by the
Company to Executive of termination for "Cause" (for purposes of this Employment
Agreement, "Cause" shall have the meaning set forth in that certain Restricted
Stock Purchase Agreement dated as of September 18, 1998 (the "Restricted Stock
Purchase Agreement") between the Company and Executive); or

                  D. Date that written notice is deemed given or made by
Executive of his voluntary departure or resignation as an employee of the
Company; or

                  E. Date that written notice is deemed given or made by the
Company to Executive of Executive's termination without "Cause."

Nothing herein alters Executive's and the Company's separate right to terminate
the employment relationship at any time, for any reason, with or without Cause.

            4.2. NOTICE OF TERMINATION. Any termination of Executive's
employment either by the Company or by Executive shall be communicated by
written Notice of Termination to the other party hereto in accordance with
Section 7.1 hereof.

            4.3. DATE OF TERMINATION. "Date of Termination" shall mean the date
specified in the Notice of Termination.

            4.4. EFFECT OF TERMINATION WITHOUT CAUSE. In the event the Company
terminates Executive's employment with the Company without Cause, Executive
shall be entitled to his then existing Base Salary and the Guaranteed Bonus for
the entire period remaining of the Employment Term, payable in accordance with
standard Company policy. Executive will receive an immediate lump sum payment of
all unpaid and accrued vacation up to the Date of Termination.

            4.5. EFFECT OF TERMINATION FOR OTHER EVENTS. Upon the termination of
Executive for any reason other than as set forth in Section 4.4 hereof,
Executive will not be entitled to any additional compensation or other rights or
benefits from the Company, and, as a result, the Company shall be obligated to
pay Executive only that portion of his then existing Base Salary that Executive
has earned prior to the Date of Termination of Executive's employment with the
Company. Executive will also receive an immediate lump payment for all unpaid
and accrued vacation up to the Date of Termination.

            4.6. RESIGNATION AS AN OFFICER AND DIRECTOR. In the event
Executive's employment with the Company terminates for any reason, Executive
agrees to immediately resign as an officer and/or director of the Company.



            5.1. Executive understands that the Company and its affiliates
possess Proprietary Information (as defined below) which is important to its
business and that this Employment Agreement creates a relationship of confidence
and trust between Executive and the Company and its affiliates with regard to
Proprietary Information. Nothing in this Section 5 shall be deemed modified or
terminated in the event of the termination or expiration of this Employment

            5.2. For purposes of this Employment Agreement, "Proprietary
Information" is information that was or will be developed, created, or
discovered by or on behalf of the Company and its affiliates and predecessors,
or is developed, created or discovered by Executive while performing services
under this Employment Agreement, or which became or will become known by, or was
or is conveyed to the Company and its affiliates which has commercial value in
the Company's and its affiliates' business. "Proprietary Information" includes,
but is not limited to, trade secrets, ideas, techniques, business, product, or
development plans, customer information, and any other information concerning
the Company's and its affiliates' actual or anticipated business, development,
personnel information, or which is received in confidence by or for the Company
and its affiliates from any other person.

            5.3. At all times, both during the term of this Employment Agreement
and after its termination, Executive will keep in confidence and trust, and will
not use or disclose, any Proprietary Information without the prior written
consent of the Company's Board of Directors.

            5.4. Executive understands that the Company and its affiliates
possess or will possess "Company Documents" which are important to its business.
For purposes of this Employment Agreement, "Company Documents" are documents or
other media that contain or embody Proprietary Information or any other
information concerning the business, operations or plans of the Company and its
affiliates, whether such documents have been prepared by Executive or by others.
"Company Documents" include, but are not limited to, blueprints, drawings,
photographs, charts, graphs, notebooks, customer lists, computer disks,
personnel files, tapes or printouts and other printed, typewritten or
handwritten documents. All Company Documents are and shall remain the sole
property of the Company. Executive agrees not to remove any Company Documents
from the business premises of the Company or deliver any Company Documents to
any person or entity outside the Company, except as required to do in connection
with performance of the services under this Employment Agreement. Executive
further agrees that, immediately upon the Company's request and in any event
upon completion of Executive's services, Executive shall deliver to the Company
all Company Documents, apparatus, equipment and other physical property or any
reproduction of such property.

            5.5. NON-SOLICITATION. For so long as shares of Class A-1 Common
Stock held by Neeleman Holdings, LC continue to vest in accordance with the
terms of the Restricted Stock Purchase Agreement and for one-year thereafter if
the vesting of all such shares is accelerated pursuant to Section D.5 thereof
(the "Compliance Period"), Executive will not encourage or solicit any employee
of the Company or any affiliate to leave the Company's or any affiliate's 


employ for any reason or interfere in any material manner with employment
relationships at the time existing between the Company and its current
employees, except as may be required in any bona fide termination decision
regarding any Company employee

            5.6. NON-COMPETITION. During the Compliance Period, Executive shall
not directly or indirectly own, manage, operate, join, control or participate in
the ownership, management, operation or control of, or be employed by or
connected in any manner with, any enterprise which is engaged in any business
competitive with that which the Company is at the time conducting or proposing
to conduct; PROVIDED, however, that such restriction shall not apply to any
passive investment representing an interest of less than two percent (2%) of an
outstanding class of publicly traded securities of any corporation or other
enterprise which is not, at the time of such investment, engaged in a business
geographically competitive with the Company's business.

            5.7. Executive acknowledges that the specialized nature of his
knowledge of the Company's Proprietary Information, trade secrets and other
intellectual property are such that a breach of his covenant not to compete or
confidentiality obligations contained in this Section 5 of this Employment
Agreement would necessarily and inevitably result in a disclosure,
misappropriation and misuse of such Proprietary Information, trade secrets and
other intellectual property. Accordingly, Executive acknowledges and agrees that
such a breach would inflict unique and irreparable harm upon the Company and
that the Company shall be entitled, in addition to its other rights and
available remedies, to enforce, by injunction or decree of specific performance,
Executive's obligations set forth herein.


            During the Employment Term:

            6.1. Executive shall devote substantially all of his time and energy
to the performance of Executive's duties described herein, except during periods
of illness or vacation periods.

            6.2. Executive shall not directly or indirectly provide services to
or through any person, firm or other entity except the Company, unless otherwise
authorized by the Company in writing; provided however that nothing contained
here shall prevent Executive from serving as a member of the board of directors
of other corporations.

            6.3. Executive shall not render any services of any kind or
character for Executive's own account or for any other person, firm or entity
without first obtaining the Company's written consent.

            6.4. Notwithstanding the foregoing, Executive shall have the right
to perform such incidental services as are necessary in connection with (i) his
private passive investments, but only if Executive is not obligated or required
to (and shall not in fact) devote any managerial efforts which interfere with
the services required to be performed by him hereunder, (ii) his charitable or
community activities or (iii) participation in trade or professional
organizations, but only if such incidental services do not significantly
interfere with the performance of Executive's services hereunder.


            7. MISCELLANEOUS.

            7.1. NOTICES. All notices, demands and requests required by this
Employment Agreement shall be in writing and shall be deemed to have been given
or made for all purposes (i) upon personal delivery, (ii) one day after being
sent, when sent by professional overnight courier service, (iii) five days after
posting when sent by registered or certified mail, or (iv) on the date of
transmission when sent by telegraph, telegram, telex, or other form of "hard
copy" transmission, to either party hereto at the address set forth below or at
such other address as either party may designate by notice pursuant to this
Section 7.

             If to the Company, to:

             New Air Corporation
             6322 South 3000 East, Suite L-201
             Salt Lake City, Utah 84121

             If to Executive, to:

             David Neeleman
             6322 South 3000 East, Suite L-201
             Salt Lake City, Utah 84121

            7.2. ASSIGNMENT. This Employment Agreement shall be binding on, and
shall inure to the benefit of, the parties hereto and their respective heirs,
legal representatives, successors and assigns; provided, however, that Executive
may not assign, transfer or delegate his rights or obligations hereunder and any
attempt to do so shall be void.

            7.3. DEDUCTIONS. All amounts paid to Executive hereunder are subject
to all withholdings and deductions required by law, as authorized under this
Employment Agreement, and as authorized from time to time.

            7.4. ENTIRE AGREEMENT. This Employment Agreement contains the entire
agreement of the parties with respect to the subject matter hereof, and all
prior agreements, written or oral, are merged herein and are of no further force
or effect. Executive has had an opportunity to review this Employment Agreement
with counsel of his own choice.

            7.5. AMENDMENT. This Employment Agreement may be modified or amended
only by a written agreement signed by the Company and Executive.

            7.6. WAIVERS. No waiver of any term or provision of this Employment
Agreement will be valid unless such waiver is in writing signed by the party
against whom enforcement of the waiver is sought. The waiver of any term or
provision of this Employment Agreement shall not apply to any subsequent breach
of this Employment Agreement.

            7.7. COUNTERPARTS. This Employment Agreement may be executed in
several counterparts, each of which shall be deemed an original, but together
they shall constitute one and the same instrument.

            7.8. SEVERABILITY. The provisions of this Employment Agreement shall
be deemed severable, and if any part of any provision is held illegal, void or
invalid under applicable law, such provision may be changed to the extent
reasonably necessary to make the provision, as so changed, legal, valid and
binding. If any provision of this Employment Agreement is held illegal, void or
invalid in its entirety, the remaining provisions of this Employment Agreement
shall not in any way be affected or impaired but shall remain binding in
accordance with their terms.


            7.10. ARBITRATION. The Executive understands and agrees that, as a
condition of his employment with the Company, any and all disputes that the
Executive may have with the Company, or any of its employees, officers,
directors, agents or assigns, which arise out of the Executive's employment or
investment or compensation shall be resolved through final and binding
arbitration, as specified in this Employment Agreement. This shall include,
without limitation, any controversy, claim or dispute of any kind, including
disputes relating to any employment by the Company or the termination thereof,
claims for breach of contract or breach of the covenant of good faith and fair
dealing, infliction of emotional distress, defamation and any claims of
discrimination, harassment or other claims under Title VII of the Civil Rights
Act of 1964, the Age Discrimination in Employment Act, the Americans With
Disabilities Act, the Employee Retirement Income Securities Act, or any other
federal, state or local law or regulation now in existence or hereinafter
enacted and as amended from time to time concerning in any way the subject of
the Executive's employment with the Company or its termination. The only claims
NOT covered by this Employment Agreement are claims for benefits under the
unemployment insurance or workers' compensation laws, and any claims pursuant to
paragraph 5 of this Employment Agreement which will be resolved pursuant to
those laws. Any disputes and/or claims covered by this Employment Agreement
shall be submitted to final and binding arbitration to be conducted in New York
City, New York, in accordance with the rules and regulations of the American
Arbitration Association. The Executive and the Company will split the cost of
the arbitration filing and hearing fees and the cost of the arbitrator. Each
side will bear its own attorneys' fees, and the arbitrator will not have
authority to award attorneys' fees UNLESS a statutory section at issue in the
dispute authorizes the award of attorneys' fees to the prevailing party, in
which case the arbitrator has authority to make such award as permitted by the
statute in question. The arbitration shall be instead of any civil litigation;
this means that the Executive is WAIVING ANY RIGHT TO A JURY TRIAL, and that the
arbitrator's decision shall be final and binding to the fullest extent permitted
by law and enforceable by any court having jurisdiction thereof.


            IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the date first above written.


                                   NEW AIR CORPORATION

                                   By: /s/ Thomas E. Kelly
                                   Name: Thomas E. Kelly
                                   Title: Executive Vice President


                                   /s/ David Neeleman


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