EXHIBIT 10.3

                                    AGREEMENT

      THIS AMENDMENT (the "Agreement") is made and entered into as of March 20,
2001 (the "Effective Date"), by and between AMERICA WEST AIRLINES, INC., a
Delaware corporation ("AWA"), and CHAUTAUQUA AIRLINES, INC., a Nevada
corporation ("CAI").

      RECITALS:

            A. AWA and CAI entered into that certain Code Share and Revenue
Sharing Agreement, dated March 20, 2001 (the "Code Share Agreement"). All
capitalized terms used in this Agreement, but not defined herein, shall have the
meaning given to such terms in the Code Share Agreement.

            B. The Code Share Agreement provides for the reimbursement of CAI
for certain [*] (the "CAI Compensation Structure").

            C. [*]

            D. AWA believes that the [*], as well as the [*], do not violate
the terms of the [*] and that the pending [*].

            E. AWA and CAI desire to provide for the continuance of the Code
Share Agreement in the event the [*].

      NOW, THEREFORE, in consideration of the recitals and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, AWA and CAI agree as follows:

----------
* Confidential


      AGREEMENTS:

1.          RESTRUCTURE. [*]

2.          EFFECT ON BALANCE OF CONTRACT. Any amendment to the Code Share
Agreement to incorporate the Prorate Arrangement pursuant to Paragraph 1 above
shall not affect any of the other duties, obligations, rights, liabilities,
terms, covenants, conditions, promises and agreements contained in the Code
Share Agreement which shall remain in full force and effect as set forth in the
Code Share Agreement.


----------
* Confidential
                                       2


3.          MISCELLANEOUS. This Agreement shall remain in full force and
effect during the entire Term of the Code Share Agreement and shall apply to
any and all grievances or other claims alleging [*]. Until AWA issues a
Restructure Notice, this Agreement shall not be used to interpret or clarify,
and shall not be deemed to amend, modify or change, any of the terms,
covenants, conditions, promises or agreements contained in the Code Share
Agreement.

                                          AMERICA WEST AIRLINES, INC.


                                          By: /s/ William A. Franke
                                             ---------------------------
                                          Name: William A. Franke
                                               -------------------------
                                          Title: Chairman and CEO
                                                ------------------------


                                          CHAUTAUQUA AIRLINES, INC.


                                          By: /s/ Bryan Bedford
                                             ---------------------------
                                          Name: Bryan Bedford
                                               -------------------------
                                          Title: President
                                                ------------------------



----------
* Confidential


                                       3