<PAGE>
                                   AGREEMENT

                                    BETWEEN

                         U.S. BANK NATIONAL ASSOCIATION

                                      AND

                            HAWAIIAN AIRLINES, INC.





                            EFFECTIVE DATE: 12/31/99

<PAGE>


                               TABLE OF CONTENTS

1.  DEFINITIONS .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2

2.  HONORING CARDS   . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6

3.  CONFIDENTIAL INFORMATION   . . . . . . . . . . . . . . . . . . . . . . . 12
4.  RESTRICTED CARD LIST   . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.  RETURNED UNUSED TICKETS; CREDIT ADJUSTMENT  . . . . . . . . . . . . .  . 14
6.  SUBMISSION OF SALES SLIPS AND CREDIT SLIPS  . . . . . . . . . . . . .  . 14
7.  MAGNETIC TAPE OR ELECTRONIC TRANSMISSION   . . . . . . . . . . . . . . . 17
8.  CHARGEBACKS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 18
9.  WARRANTIES AND REPRESENTATIONS. . . . . . . . . . . . . . . . . . . . .. 19
10. SERVICE MARKS AND TRADEMARKS   . . . . . . . . . . . . . . . . . . . . . 21
11. AUDIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 21
12. DISPUTES WITH CARDHOLDERS  . . . . . . . . . . . . . . . . . . . . . . . 21
13. ASSIGNMENT; DELEGATION OF DUTIES   . . . . . . . . . . . . . . . . . . . 22
14. INDEMNIFICATION   . . . . . . . . . . . . . . . . . . . . . . . . . . .. 22
15. TERMINATION AND WAIVER  . . . . . . . . . . . . . . . . . . . . . . . .. 23
16. NOTICES   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 23
17. GOVERNING LAW   . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 24
18. RULES AND  REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . 24
19. REIMBURSEMENT BY CARRIER  . . . . . . . . . . . . . . . . . . . . . . .. 24


<PAGE>
20. COST AND EXPENSES  . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
21. ENTIRETY   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
22. EXCLUSIVITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
23. TERM   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
24. ASSISTANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 26
25. REPORTING  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
26. GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 29
27. REMEDIES CUMULATIVE . . . . . . . . . . . . . . . . . . . . . . . . . .. 29
28. CONFIDENTIALITY   . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
29. CONSENT TO JURISDICTION  . . . . . . . . . . . . . . . . . . . . . . . . 30

SCHEDULES

SCHEDULE 1   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1-1
SCHEDULE 2   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2-1


                                       ii
<PAGE>

                                   AGREEMENT

         This AGREEMENT (hereinafter the "Agreement") made as of December 31,
1999 by and between:

         o        HAWAIIAN AIRLINES, INC., a corporation organized under the
                  laws of the State of Hawaii and having its place of business
                  at 3375 Koapaka Street, Honolulu, Hawaii 96819 (hereafter
                  "Carrier"); and

         o        U.S. BANK NATIONAL ASSOCIATION, a national banking association
                  with its principal office located at 601 Second Avenue South,
                  Minneapolis, Minnesota 55402 (hereafter "Bank").

         WITNESSETH:

         WHEREAS, Carrier, a certified air carrier engaged in the transportation
of passengers by air, desires to make available to its customers a convenient
means of purchasing air transportation, both on a current and time payment
basis, through the use of Cards (as such term and other capitalized terms used
herein are defined in Section 1); and

         WHEREAS, Bank is a member of certain Card Associations and is qualified
to develop contractual relationships with merchants such as Carrier who wish to
honor Cards which bear the service marks of the Card Associations; and the Card
Associations contemplate that Cards will be issued by financial institutions who
are members in the respective systems and that such Cards will be honored by
carriers who have signed agreements with member financial institutions; and

         WHEREAS, Carrier and Bank are parties a certain agreement dated as of
July 18, 1994 (the "1994 Agreement") concerning Carrier's participation in this
system; and

         WHEREAS, Carrier and Bank wish to amend the 1994 Agreement concerning
participation in this system with respect to Cards bearing the service mark of
the Card Associations.

         THIS AGREEMENT amends the 1994 Agreement and establishes the terms and
conditions pursuant to which Carrier may honor the Cards in connection with Card
sales and the method of receiving payment or credit from Bank for the Sale Slips
and/or Credit Slips which are generated as a result of such sales.

<PAGE>

1.       DEFINITIONS

             For the purpose of this Agreement, the terms below shall have the
following meanings:

         a. Account-Number-Verifying Terminal -- A point-of-transaction terminal
         capable of (i) reading the account number encoded on the magnetic
         stripe, (ii) comparing the last four digits of the encoded account
         number to the manually key-entered last four digits of the embossed
         account number, and (iii) transmitting the full, unaltered contents of
         the magnetic stripe in the Authorization message.

         b. Agent -- A business organization duly licensed (if so required) and
         authorized to perform functions of a travel agent who is not an
         employee of Carrier and who has been duly designated, appointed and
         authorized by Carrier to act as a travel agent on behalf of Carrier.

         c. ARC -- Airlines Reporting Corporation.

         d. Authorization -- The process through which Carrier determines
         whether there is sufficient credit available via a Card Association to
         cover the particular Cardholder transaction for which Authorization is
         sought. Authorization shall not mean that payment to Carrier is
         guaranteed since the authorized Cardholder transaction will remain
         subject to Card Association Operating Regulations, as applicable, and
         to all of the representations, warranties, terms and conditions made
         and agreed to by Carrier under this Agreement.

         e. Business Day -- Any weekday, Monday through Friday, except when any
         such day is a legal holiday recognized by Bank.

         f. Card -- Any card with respect to MasterCard International
         Incorporated, Visa U.S.A., Inc. or Visa International or other cards
         bearing the service mark of MasterCard International, Inc., Visa
         U.S.A., Inc. or Visa International or any other national card
         association designated by the Bank.


                                      -2-
<PAGE>

         g. Card Associations -- Visa U.S.A. Inc., Visa International, Inc.,
         MasterCard International Incorporated and any other national card
         association designated by the Bank.

         h. Card Issuer -- Any bank or financial institution that is a member of
         a Card Association and issues a Card bearing the service marks of such
         Card Association.

         i. Cardholder -- Any person who has been issued or authorized to use a
         Card and has signed such card on the panel on the reverse side of the
         Card.

         j. Chargeback -- Any return to Bank or Carrier of, or, if the context
         so requires, the act of returning, a previously processed Sales Slip or
         Credit Slip as a result of application of Card Association Operating
         Regulations, as applicable, including, without limitation, any
         violation thereof or Carrier's failure to provide goods or services to
         Cardholders, or as otherwise provided by this Agreement. In the case of
         Carrier, the use of the term "Chargeback" in a particular context may
         mean the Carrier's reimbursement (whether a credit or debit) to Bank of
         amounts paid by Bank on account of Chargebacks.

         k. Credit Slip -- A form or electronic record approved by Bank which is
         used to evidence a refund or adjustment of a purchase made through the
         use of a Card, and which will be credited to a Cardholder account.

         l. Deposit -- The aggregate of (a) Reserved Funds and (b) any cash
         deposited by Carrier with Bank, and all additions thereto made from
         time to time and all monies, securities, investments and instruments
         purchased therewith and all interest, profits and/or dividends accruing
         thereon and proceeds thereof.

         m. ECCB -- As defined in Section 6.2.

         n. Electronic Data Capture or "EDC" -- Any means by which payment
         information (e.g. Sales Slip or Credit Slip) is transmitted
         electronically to Bank for processing.

         o. Effective Date -- The date on or by which both Carrier and Bank have
         duly executed and delivered to one another this Agreement, which upon
         such execution and delivery shall be deemed to be the date stated in
         the opening paragraph of this Agreement and identified as the Effective
         Date on the cover page hereof.


                                      -3-
<PAGE>

         p. Floor Limit -- A dollar amount established for a single transaction
         for which Authorization must be obtained by Carrier from Bank. The
         Floor Limit, which may be changed from time to time, initially shall be
         $500.00 for all transactions, except those generated by Carrier's
         ticket sale locations and Agent locations equipped with electronic
         Authorization capabilities, or telephone or mail orders, handwritten or
         hand-printed transactions, in which case the Floor Limit shall be zero.
         A zero Floor Limit means that Carrier shall obtain Authorization for
         each instance of a sales transaction. Bank shall give Carrier at least
         thirty (30) days notice in the event that a Card Association revises
         these Floor Limits. All Card sales made to an individual Cardholder at
         any one Carrier or Agent location on any one day through use of a Card
         shall constitute one transaction to which the Floor Limit applies.

         q. Internet Transactions -- Those Card transactions Carrier may enter
         into over the internet once approved under secured electronic transfer
         standards promulgated by the National Institute of Weights and
         Measures, or such other security standards which are acceptable to
         Bank.

         r. Magnetic-Stripe-Reading Terminals -- A terminal at the point of
         transaction which is capable of reading the magnetic stripe on a Card.


         s. Net Activity -- For any day on which funds are to be remitted to
         Carrier under Section 6.2 hereof, the net aggregate amount of (i) the
         aggregate amount of the Sales Slips submitted to Bank one Business Day
         prior to such date of remittance of funds, plus (ii) adjustments in
         favor of Carrier, minus (iii) outstanding Credit Slips, Chargebacks to
         Carrier for which Bank has not been reimbursed, adjustments in favor of
         Bank, reimbursements to Bank, fees owed to Bank and the processing fees
         set out in Schedule 1 hereto and any other obligations of Carrier to
         Bank, minus (iv) any net addition to Reserved Funds on such date (or
         plus any net subtraction from Reserved Funds on such date).

         t. Operating Regulations -- The operating regulations of a Card
         Association as amended or supplemented from time to time.


                                      -4-
<PAGE>

         u. Reference Rate -- The rate publicly announced by the Bank from time
         to time as its "reference rate"; the Bank may lend to its customers at
         rates that are at, above, or below the Reference Rate.

         v. Reserved Funds -- All funds paid to Bank by a Card Association on
         account of Sales Slips submitted to the Bank by Carrier pursuant to
         this Agreement and held by Bank pursuant to the terms and conditions of
         this Agreement, including, without limitation, amounts held by Bank
         pursuant to the provisions of Schedule 2 hereto.

         w. Restricted Card List -- Those printed warning notices, tape, or
         electronic media provided by a Card Association and published by or on
         behalf of a Card Association, containing the account numbers of Cards
         which should not be honored.

         x. Retained Documents -- As defined in Section 7.2.

         y. Sales Slip -- A form or electronic record approved by Bank which is
         used to evidence Travel Costs purchased by a Cardholder through the use
         of a Card. The standard airline industry form will be an approved form.


         z. Settlement Account -- A deposit account at a financial institution
         designated by Carrier as the account to be debited and/or credited, as
         applicable, for the Net Activity of Card transactions. Such account
         shall be maintained in an office of such financial institution located
         in the United States of America.

         aa. Submission Date -- As defined in Section 6.2.

         bb. Transaction Date -- The actual date on which the Cardholder
         purchases goods or services, or a Credit Slip is issued from the
         Carrier through use of a Card.

         cc.Travel Costs -- Any one, or any combination of, the following items:

                  (1) the purchase of a ticket for air travel over the lines of
                  Carrier;


                                      -5-
<PAGE>

                  (2) the purchase of a ticket for air travel over the lines of
                  other carriers;

                  (3) the payment of airport taxes, fees and surcharges in
                  connection with the purchase of any item specified in this
                  section;

                  (4) the payment of excess baggage and other baggage charges;

                  (5) the purchase of air freight and air cargo services offered
                  by Carrier;

                  (6) the purchase of small package delivery services offered by
                  Carrier;

                  (7) the purchase of land, water and car rental travel services
                  (including accommodations) on tours sold by or through Carrier
                  in conjunction with the furnishing of air travel;

                  (8) the purchase of air travel for pets;

                  (9) the payment of dues associated with Carrier's airport or
                  other club system;

                  (10) the purchase of goods sold and delivered on, or in
                  association with, Carrier's flights; and

                  (11) goods sold via direct mail catalog or by direct mail by
                  Carrier.

         Travel Costs shall also mean such other goods or services as Carrier
         and Bank may agree to include in writing. Travel Costs shall not
         include charter services.

     2.  HONORING CARDS

         2.1 Carrier will honor all valid Cards as set out in Section 2.3 when
properly presented by a Cardholder as payment for Travel Costs and shall accord
Cardholders the same service and privileges as other similarly eligible
customers. Neither Carrier nor any Agent will impose a surcharge for purchases
made with the Card. Neither Carrier nor any Agent shall establish minimum or
maximum transaction amounts as a condition for honoring Cards, nor shall any
surcharge be imposed. Any tax required to be collected by the Carrier must be
included in the total transaction amount and not collected separately in cash.


                                      -6-
<PAGE>

          2. 2 Carrier shall use reasonable efforts to cause all Agents located
in the United States of America and, at Carrier's option, elsewhere to permit
Cardholders to charge Travel Costs only in accordance with the terms and
conditions of this Agreement and in compliance with Card Association Operating
Regulations. Carrier shall use reasonable efforts to cause compliance by Agents
with all of the terms and conditions of this Agreement to be performed by
Carrier or Agents. Carrier shall be responsible for: (a) any failure by any
Agent in performing the applicable provisions of this Agreement; and (b) the
settlement of Sales Slips and Credit Slips completed by Agents.

          2.3 Before honoring a Card, Carrier or Agent shall do the following to
determine whether the Card is valid: (a) examine the format of each Card
presented in connection with a purchase for authenticity and confirm, by
checking the effective date and the expiration date as stated on the face of the
Card, that the Card has become effective and has not expired; and (b) obtain
Authorization if required pursuant to Section 2.5. Neither the Carrier nor any
Agent shall impose a requirement on Cardholders to provide any personal
information such as a home or business telephone number, home or business
address, driver's license number, or a photocopy of a driver's license as a
condition for honoring Cards unless such information is required under specific
circumstances cited in this Agreement. Notwithstanding the foregoing, with
respect to transactions that are not conducted face-to-face, Carrier may request
from a Cardholder the information necessary to complete an address verification
service request. Neither the Carrier nor any Agent shall make a photocopy of a
Card under any circumstances, nor shall a Cardholder be required to provide a
photocopy of the Card as a condition for honoring the Card. Neither the Carrier
nor any Agent shall require a Cardholder, as a condition for honoring the Card,
to sign a statement that in any way waives the Cardholder's rights to dispute
the transaction with the Bank. Carrier may require passengers to present
personal information, including a driver's license, passport, or other picture
identification, for purposes of complying with Carrier's policy or federal or
state law.

          2.4 Subject to the narrow exceptions contained in the last sentence of
this Section 2.4, Carrier agrees that neither it nor any of its Agents will
accept any cash or other form of payment, with respect to Travel Costs which are
included on a Sales Slip. Carrier may offer Cardholders' rate discounts for
payments in cash if such discounts comply with the terms and provisions of the
federal Truth-In-Lending Act and Regulation Z promulgated pursuant thereto and
Carrier may accept partial payment when such payment is made by the purchaser of
the Travel Costs at the time of sale in cash or by check or both.


                                      -7-
<PAGE>


          2.5 Carrier or Agent shall obtain an Authorization for the total value
of the Sales Slip in each of the following cases before completing the
transaction if:

               (a) the amount of the transaction is equal to or exceeds the
               Floor Limit;

               (b) Carrier or Agent desires to make presentment of the Sales
               Slip beyond thirty (30) days from Transaction Date;

               (c) a Card is presented, but Carrier's or Agent's imprinter is
               not functioning, or for any other reason the Sales Slip cannot be
               imprinted with the Card;

               (d) the encoded account number on a Card cannot be read from the
               magnetic stripe;

               (e) the transaction involves an unsigned Card, or a Card that has
               expired is presented;

               (f) Carrier or Agent believes that the Card may be counterfeit or
               stolen or that the transaction is in some manner suspicious;

               (g) the account number of the Card is listed on the current
               Restricted Card List applicable thereto; or

               (h) the current Restricted Card List applicable thereto is not
               available.

If a transaction involves suspicious or unusual circumstances, the Carrier shall
request a "Code 10" Authorization from the Bank.

For mail/telephone order/Internet Transactions/Automated Ticket Machine ("ATM")
computer-generated transactions where merchandise is to be shipped or delivered
to the Cardholder or the Cardholder's designee, the Authorization is considered
valid if the Authorization is obtained within seven calendar days prior to the
Transaction Date, and the transaction amount does not exceed the authorized
amount plus 15 percent of the authorized amount, and the additional amount
represents shipping costs. The shipment date of the merchandise is considered
the Transaction Date.


                                      -8-
<PAGE>

          2.6 In those instances listed in Section 2.5 above, Carrier or Agent
will contact an Authorization center to obtain Authorization in accordance with
the standard Card Association Operating Regulations, as applicable, before
completing the transaction. The Carrier or Agent will type or print legibly the
Authorization approval code on the Sales Slip. If the encoded account number
cannot be read from the magnetic stripe, the Carrier or Agent must, in addition
to receiving Authorization as in Section 2.5(d) above, complete the transaction
using a manual imprinter.

          2.7 In those instances listed in Sections 2.5 (g) and (h), if the
Carrier or Agent is instructed by the Authorization center to recover the Card,
the Carrier or such Agent in such circumstance shall exert reasonable, peaceful
means to obtain possession of the Card, and handle the card according to
Sections 2.14 and 4.4. In the instance listed in Section 2.5(d), the Carrier or
Agent must advise the Authorization center of the specific reason(s)
Authorization is requested.

          2.8 Neither Carrier nor any Agent shall make any Card sale to any
customer in any of the following circumstances (with the exception of ticket by
mail or telephone pursuant to Section 2.10 and ticket by automated machine
pursuant to Section 2.11 or purchase through Internet Transactions): (a) a Card
is not presented at the time of sale; (b) the signature on the Sales Slip does
not appear to correspond to the signature appearing in the signature panel on
the reverse side of the Card, or the Cardholder does not resemble the person
depicted in any picture which appears on the Card; (c) the signature panel on
the Card is blank; or (d) the total sale exceeds the Floor Limit, unless Carrier
obtains Authorization pursuant to Section 2.5. Any Carrier or Agent completing a
transaction under the conditions in this paragraph shall be responsible for such
Sales Slip or Credit Slip regardless of any Authorization.

               (a) If the signature panel of the Card is blank, in addition to
               requesting Authorization, the Carrier or Agent must do the
               following: review positive identification to determine that the
               user is the Cardholder; indicate such positive identification
               (including any serial number and expiration date) on the Sales
               Slip; and require the Cardholder to sign the signature panel of
               the Card prior to completing the transaction.

               (b) If a Cardholder presents a Card that bears an embossed "valid
               from" date and the Transaction Date is prior to the "valid from"
               date, the Carrier or Agent shall not complete the transaction. A
               card embossed with a "valid from" date in month/year format shall
               be considered valid on the first day of the embossed month and
               year. A card embossed with a "valid from" date in month/day/year
               format is considered valid on the embossed date.


                                      -9-
<PAGE>

          2.9 Each Card sale shall be evidenced by a Sales Slip. Each Sales Slip
shall be imprinted with the Card except if imprinter is not available, and
except as provided in Section 2.5(c) (if Authorization is obtained) and Sections
2.10 and 2.11. If an imprinter is not available, the information on the Card and
merchant plate shall be reproduced legibly on the Sales Slip in sufficient
detail to identify the parties to such sale and the Bank. Such information shall
include at least the Cardholder's name and account number and the Carrier's name
and place of business. This requirement does not apply to Sales Slips or Credit
Slips resulting from transactions involving Magnetic-Stripe-Reading Terminals
which produce transaction records.

          The Carrier shall include all items of goods and services purchased in
a single transaction in the total amount on a single Sales Slip or transaction
record except for individual tickets issued to each passenger, when required by
Carrier policy.

          Each Sales Slip shall include on its face: (a) the Authorization code
(when such is required); (b) the total amount of the Travel Costs purchased by
Cardholder (including any applicable state or federal taxes); (c) Carrier's
ticket number or transaction control number; (d) the Transaction Date; (e) the
place of issue (City and State); (f) the passenger's name; (g) the origin and
destination; (h) the applicable fare basis code; (i) the date of first
departure; (j) Cardholder account number; and (k) Carrier's name. Each Sales
Slip shall be signed by the Cardholder (except where the sale is made pursuant
to a mail order, telephone order, Internet Transaction or ATM transaction),
which signature shall appear to be the same as the signature on the Card
presented, as determined by Carrier or Agent. The Cardholder shall not be
required to sign a Sales Slip until the final transaction amount is known and
indicated in the "Total"column.

          The Carrier shall not effect a transaction for only part of the amount
due on a single Sales Slip except when the balance of the amount due is paid by
the Cardholder at the time of sale in cash, by check, with another card or Card,
or any combination thereof.

          If Carrier or Agent honor the Card, the Carrier or Agent honoring the
Card will deliver to the customer a true and completed copy of the Sales Slip.


                                      -10-
<PAGE>

          2.10 Carrier or Agent may enter into Card transactions in accordance
with Carrier's or such Agent's ticket by mail, telephone, ATM or Internet
Transaction program. In each such case, Carrier or Agent will complete the Sales
Slip (in accordance with Section 2.9) and include on the Sales Slip the
effective date and expiration date of the Card as obtained from the Cardholder
together with words to reflect "mail order" or the letters "MO," or "telephone
order," or the letters "TO," or "internet order" or the letters "IO" as
appropriate. Carrier or Agent must obtain an Authorization code for ticket by
mail, telephone or Internet Card sales. If a Carrier or Agent completes a
transaction without imprinting of the Card or using a Magnetic-Stripe- Reading
terminal, the Carrier or Agent shall be deemed to warrant the true identity of
the Cardholder as the authorized holder of such Card unless the Carrier or Agent
has obtained independent evidence of the Cardholder's true identity and has
noted such evidence on the applicable Sales Slip.

          2.11 Carrier or Agent may enter into Card transactions in accordance
with its Carrier or such Agent's ticket by automated machine program. In each
such case, Carrier or Agent will complete the Sales Slip (in accordance with
Section 2.9). Carrier or Agent must obtain an Authorization code for ticket by
automated machine Card sales. Such transaction records must include at least the
following information: (a) the Account Number; (b) the Carrier or Agent's name;
(c) the automated machine's Location Code or city and state; (d) the amount of
the transaction; and (e) the Transaction Date.

          2.12 Carrier or Agent may use Magnetic-Stripe-Reading Terminals to
obtain Authorization and to capture Sales Slip data to submit to a Card
Association by reading data encoded on either tracks 1 or 2 on the magnetic
stripe of Cards in accordance with Operating Regulations. The
Magnetic-Stripe-Reading Terminals are prohibited from printing or displaying
more information than that which is normally embossed on the front of the Card.

               (a) Whenever the embossed account number is not the same as the
               encoded account number, the Carrier or Agent is required to (i)
               decline the transaction, (ii) attempt to retain the Card by
               reasonable and peaceful means, (iii) note the physical
               description of the Cardholder, (iv) notify the Bank, and (v)
               handle any recovered Card in accordance with the procedures
               specified in Sections 2.14 and 4.4. The Carrier or Agent, as
               applicable, must notify the Bank, indicated by both the embossed
               and encoded account numbers, of the incident.


                                      -11-
<PAGE>

               (b) Whenever the encoded account number cannot be read from the
               magnetic stripe, the Carrier or Agent must follow normal
               Authorization procedures and complete the transaction using a
               manual imprinter.

               (c) When the embossed account number is the same as the encoded
               account number, the Carrier must follow normal Authorization
               procedures as described in this Section 2.

          2.13 Neither Carrier nor any Agent may make a cash disbursement to any
Cardholder. A Carrier or Agent may not accept Cards for the purchase of scrip.

          2.14 Carrier or Agent shall use its best efforts to retain a Card by
reasonable and peaceful means if (a) Carrier is requested by the Bank, an
authorization center or a Card Issuer to retrieve a Card; (b) if the four
printed digits above the embossed account number on a Card do not match the
first four embossed digits; or (c) if Carrier has reasonable grounds to believe
a Card is counterfeit, fraudulent or stolen. The Carrier or Agent shall
immediately notify the Bank that the Card has been retrieved, and return the
Card pursuant to Section 4.4.

    3.  CONFIDENTIAL INFORMATION

          3.1 Carrier and Agent shall treat all information relating to any
Card, including, without limitation, Cardholder name and identification
information and account number information in any form, imprinted Sales Slips,
carbon copies of imprinted Sales Slips, mailing lists, tapes, or other media,
obtained by reason of any Card transaction or otherwise ("Cardholder Account
Information"), as confidential information belonging to the Bank and shall
protect such materials from disclosure to any third person, except as expressly
permitted herein. Carrier shall not, without the consent of the Cardholder,
sell, purchase, provide or exchange Cardholder Account Information to or with
any third person, other than

               (a) Carrier's agents, employees and representatives, network
               providers or Card processors, for the purpose of assisting
               Carrier in completing the Card transaction;

               (b) the Bank;


                                      -12-
<PAGE>

               (c) the applicable Card Association or Card Issuer in compliance
               with this Agreement or other applicable error resolution
               procedures; or

               (d) in accordance with applicable law.

          3.2 Carrier shall treat this Agreement and any and all related
Operating Regulations as confidential information belonging to Bank and shall
protect such materials from disclosures to any third person, except as expressly
permitted herein.

   4. RESTRICTED CARD LIST

          4.1 Upon Carrier's request, Bank will send or cause to be sent
Restricted Card Lists to Carrier, which lists shall be on magnetic tape. Carrier
may designate an agent or processor to receive the magnetic tape Restricted Card
List; provided, that, Carrier first obtains Bank's consent, which will not be
unreasonably withheld, and provided, further, that Carrier observes Bank's
instructions regarding the timing of the transfer from Carrier's receipt of the
magnetic tape to its agent's receipt. Carrier shall immediately upon receipt of
such Restricted Card List enter this information into its system. Carrier's
ticketing locations which use the system will be deemed to have notice of the
information contained on the second business day following Carrier's (or such
other agent as Carrier shall designate in accordance with this Section 4.1)
receipt of such tape.

          4.2 Carrier and its Agents will be deemed to be on notice of
information contained on the Restricted Card Lists consistent with Section 4.1
above and shall cooperate with Bank in using reasonable methods to recover Cards
listed on the Restricted Card List.

          4.3 Bank will indemnify and make whole Carrier or any Agent for all
losses, including costs and expenses, suffered or incurred by Carrier or such
Agent, which directly arise from Carrier or such Agent strictly following Bank's
or Bank's agent's instruction and otherwise acting in a reasonable manner to
effect repossession of any Card which appears on a Restricted Card List.

          4.4 Bank will facilitate the reward process for recovered Cards.
Recovered Cards should be sent to: Bank Card Center Attn: Card Recovery


                                      -13-
<PAGE>

     5.  RETURNED UNUSED TICKETS; CREDIT ADJUSTMENT

          5.1 Carrier will maintain a fair and uniform policy for the return or
exchange of tickets for credit adjustments. On the date Carrier accepts the
return of unused tickets or otherwise allows an adjustment to the Travel Costs
which were the subject of a previous Card sale, Carrier will date and otherwise
properly complete a Credit Slip and process it within nine (9) calendar days of
the date shown on the Credit Slip or such other period as complies with
applicable law. Carrier will tender the Cardholder a copy of the Credit Slip.
Upon and after the commencement by or against Carrier of any bankruptcy,
reorganization, debt arrangement or other proceeding under any bankruptcy,
reorganization, debt arrangement, liquidation or other insolvency law, Bank may,
at its option, require as a condition to the processing of any Credit Slips
submitted to it by Carrier relating to sales made by Carrier prior to the
institution of such proceeding, the entry of an order, in form and substance
acceptable to Bank, by the court having the jurisdiction of any such proceeding,
authorizing Carrier to issue, and Bank to process, Credit Slips for sales made
by Carrier prior to institution of such proceeding.

          5.2 Carrier will make no cash refunds in connection with such credit
adjustments, except to the extent it may be required to effect a cash refund
pursuant to the involuntary refund requirements of applicable laws, rules,
regulations, or tariffs.

          5.3 If a Cardholder disputes the receipt of the proper amount of the
cash refund, Carrier shall, within the terms established in Section 8 for
Chargebacks, furnish Bank with such documentary evidence of such refund.

          5.4 The submission of a Credit Slip will not impair Bank's right of
Chargeback against Carrier in an amount not to exceed the difference between:
(a) the amount of the Sales Slip and; (b) the amount of the Credit Slip
submitted by Carrier.

          5.5 A Carrier shall not accept monies from a Cardholder for the
purpose of preparing and depositing a credit voucher that will effect a deposit
to the Cardholder's account. A Carrier shall not process a credit voucher
without having completed a previous purchase transaction with the same
Cardholder.

     6. SUBMISSION OF SALES SLIPS AND CREDIT SLIPS


                                      -14-
<PAGE>

          6.1 Carrier will establish and maintain a Settlement Account which
shall be subject to Bank's customary practices and procedures applicable to
accounts of that nature and subject to the terms of this Agreement.

          6.2 Carrier or Agent shall not present for processing or entry to any
Card Association, directly or indirectly, any Sales Slip or Credit Slip which
was not originated as a result of a transaction between the Cardholder and such
Carrier or Agent.

          Carrier or Agent may not deposit for entry to any Card Association,
directly or indirectly, any Sales Slip or Credit Slip that it knows or should
have known to be (i) fraudulent or (ii) not authorized by the Cardholder. With
respect to this requirement, the Carrier or Agent shall be responsible for the
actions of their respective employees while acting in their employ.

          Neither Carrier nor Agent may present for processing or entry to any
Card Association any Sales Slip or Credit Slip representing a transaction which
had been previously charged back to Bank and subsequently returned to Carrier.
Carrier may, at its option, pursue payment from the customer outside the Card
Association system.

          Carrier or Agent shall submit to Bank for processing each Sales Slip
and each Credit Slip, no later than twenty (20) calendar days following the date
of each such Sales Slip, and nine (9) calendar days following the date of each
such Credit Slip (each such date of submission being a "Submission Date").
Permissible time periods shall include the Transaction Date and the receipt
date. All Sales Slips and Credit Slips must be submitted to Bank by means of a
summary thereof recorded on magnetic tape or electronically transmitted as
provided in Sections 6.7 and 7.1. The method of billing for all Sales Slips and
Credit Slips processed through ARC must be by electronic transmission, including
Electronic Credit Card Billing ("ECCB"), and shall include itinerary records. If
Carrier is unable to submit Sales Slips and Credit Slips originating at
Carrier's sales locations, including airport locations, ticket-by-mail centers,
and other sales locations, by means of a summary recorded on magnetic tape or
electronically transmitted as provided in Sections 6.7 and 7.1, Carrier may
submit such Sales Slips and Credit Slips to Bank by means of a paper summary and
detail thereof to Bank's designated processing center, or by means of a terminal
that generates an electronic transmission to Bank's designated terminal
processor.

          On each Business Day, commencing on the first Business Day following
the Effective Date on which the Deposit (if any) is in the amount required by
Schedule 2 to this Agreement and funds are available for remittance to Carrier,
Bank will deposit, via ACH or federal wire transfer, at Bank's discretion, into
the Settlement Account, an amount equal to Net Activity; provided, that, Bank
was in receipt of incoming transmission and tapes by 5:00 p.m. (Central Time) on
the preceding Business Day and such transmission and tapes could be processed.
Bank will make a reasonable effort to initiate ARC transmission to meet the 5:00
p.m. (Central Time) requirement.


                                      -15-
<PAGE>

          With respect to each deposit made by Bank to the Settlement Account,
Bank shall send to Carrier a statement (as described in Section 6.5) of Net
Activity for the applicable period. Such statement is subject to audit by Bank
and prompt adjustment will be made for any inaccuracies discovered.

          At any time that the amount of Net Activity results in an amount due
Bank, Bank may, at its option: (a) deduct and retain the amount due Bank from
amounts subsequently payable to Carrier under this Agreement by Bank on account
of Sales Slips; (b) require an immediate federal wire transfer from Carrier in
the amount due; or (c) apply or set off such amount of the Deposit, if any, as
is necessary to satisfy Carrier's obligations hereunder. Carrier will pay
interest on the amount due Bank for the period unpaid calculated at a per annum
rate equal to the Reference Rate.

          Amounts deposited in the Settlement Account or otherwise credited to
Carrier (including, without limitation, amounts credited against Carrier's
obligations to Bank for fees, costs and expenses hereunder) in respect of any
Sales Slip pursuant to this Agreement and Carrier's right to payment of Reserved
Funds shall be provisional until the payment made to the Bank by the Card
Association in respect of such Sales Slip shall become final (i.e., all rights
of Chargeback or other rights of the Cardholder or Card issuer to obtain
reimbursement of such payment from Bank shall have expired).

6.3
                  In the event Sales Slips are lost in transit, Bank will use
its best efforts to process those Sales Slips which Carrier is able to
reconstruct and promptly forward to Bank. Carrier understands and agrees that
Bank may Chargeback to Carrier at any time any such reconstructed Sales Slips,
if any claim or demand of any type whatsoever is asserted against Bank as a
result of the late processing of Sales Slips as determined by Card Association
Operating Regulations, as applicable, or as a result of the Bank's inability to
satisfy a request for original documentation.

          6.4 Bank will calculate the processing fees on the net Card sales and
charge the sum of said fees against the Carrier's account on daily basis. The
processing fees shall be as set forth in Schedule 1 attached hereto and
incorporated herein.

          6.5 At Carrier's request, Bank will provide Carrier with transaction
reports that correspond to Net Activity in a mutually agreed format that will
summarize sales, returns (refunds), Chargebacks, processing fees, and
adjustments with adequate detail to allow Carrier to perform account
reconciliation.


                                      -16-
<PAGE>

          6.6 At Carrier's option, Travel Costs in U.S. Dollars sold through
Agents not doing business in the United States of America with respect to which
Carrier's Agents, in compliance with Card Association Operating Regulations,
submit Sales Slips and Credit Slips to an institution designated by the airline
industry or directly to Carrier for processing and settlement shall be submitted
to and purchased by Bank.

          6.7 Carrier shall cause Agents to submit Sales Slips and Credit Slips
to Bank by magnetic tape or electronic transmission as provided in Sections 6.2
and 7.1 through the Carrier's accounting office or the appropriate processing
center of the area or bank settlement plan of which the Carrier is a member.
Carrier or the appropriate processing center, as the case may be, shall submit
the Sales Slips and Credit Slips to Bank in accordance with the terms of this
Agreement.

          6.8 If Carrier utilizes Electronic Draft Capture services pursuant to
this Section 6.8 to transmit Sales Slips and credit vouchers for Card
transactions through an electronic terminal, Carrier agrees to utilize such EDC
Services in accordance with the Operating Regulations. Carrier may designate a
third person as its agent to deliver to the Bank or directly to Card
Associations transactions captured at the point of sale by such agent. If
Carrier elects to designate such an agent, Carrier must provide the Bank prior
written notice of such election. Carrier understands and agrees Bank is
responsible to make payment to Carrier for only those transaction amounts
delivered by such agent to the Card Associations, less amounts withheld by the
Bank pursuant to this Agreement, and Carrier is responsible for any failure by
such agent to comply with any Operating Regulations, including without
limitation any such failure that results in a Chargeback.

     7.  MAGNETIC TAPE OR ELECTRONIC TRANSMISSION

          7.1 When Sales Slips and Credit Slips are submitted to Bank by means
of magnetic tape or electronically, other than Sales Slips and Credit Slips
originating from terminals and processed by Bank's terminal processor, such
Sales Slips and Credit Slips shall be submitted to Bank by means of a summary of
all Travel Costs recorded on machine readable magnetic tape or electronic
transmission compatible with the computer system of Bank. Such magnetic tape or
electronic transmission shall contain, at a minimum, the information required
for each Sales Slip by Section 2.9 and shall be made in accordance with the ARC
format or any other format acceptable to Bank in its sole discretion.


                                      -17-
<PAGE>
          If a magnetic tape or electronic transmission of Travel Costs does not
meet the requirements of the Bank approved format, Bank shall use its best
efforts to advise Carrier within two (2) business days of receipt of same.

          Any acceptance by Bank of a magnetic tape or electronic transmission
of Travel Costs which does not comply with the appropriate format or, if in the
appropriate format, does not contain the information in respect to each Travel
Cost summarized therein required by the terms of this Agreement, shall not
constitute a waiver of, or preclude Bank from exercising, the right of
Chargeback. 7.2 Carrier shall retain, or cause to be retained, all original
Sales Slips and Credit Slips and other documentation necessary for Bank to
satisfy applicable Card Association Operating Regulations ("Retained Documents")
relating to those transactions transmitted to Bank directly by Carrier for at
least two (2) years from the Transaction Date of each such Sales Slip or Credit
Slip. Promptly upon Carrier's receipt of Bank's request for the same, Carrier
shall deliver to Bank, a copy, or the original if specifically requested by
Bank, of the requested document, but in no event later than fourteen (14)
calendar days following Carrier's receipt of Bank's request. In the event that
any Retained Documents are in the possession of ARC or any other settlement
plan, Carrier shall cause ARC or such other settlement plan to deliver to Bank
all such settlement plan Retained Documents on microfilm acceptable to Bank.

          Notwithstanding the foregoing, either Carrier or Bank may elect to
retain Retained Documents for no more than 180 days provided such party retains
a microfilmed or microfiched copy of such documents for at least two (2) years
from the Transaction Date of each such Sales Slip and Credit Slip.

     8. CHARGEBACKS

          8.1 Bank is not obligated to accept any Sales Slip which does not
comply in every respect with the terms and conditions of the Agreement, or which
does not comply in all respects with the applicable Operating Regulations.

          8.2 Carrier agrees to pay Bank the amount of each Chargeback and, in
the case of amounts that have not been paid to Carrier, acknowledges that Bank
has no obligation to pay to Carrier amounts attributable to Chargebacks. Bank
may deduct and retain any amount due to Bank from Carrier on account of
Chargebacks from amounts otherwise payable to Carrier under this Agreement. The
provisions of Section 6.2 with respect to payment of Carrier's obligations to
Bank will apply in the event the amount of Net Activity results in an amount due
Bank. Chargeback timeframes will be followed according to the Card Association
Operating Regulations, as applicable.


                                      -18-
<PAGE>

          8.3 Bank will perform a credit match verification for Chargebacks for
which credit has not been received for purposes of determining if a credit
(refund) has already been processed. Bank will promptly update credit files and
maintain historical credit data for six (6) months from the processing date of
each Credit Slip.

          9. WARRANTIES AND REPRESENTATIONS

          Carrier represents and warrants to Bank that:

          9.1 Carrier has full and complete power and authority to enter into
and perform under this Agreement and has obtained, and there remain in effect,
all necessary licenses, resolutions and filings which are necessary for Carrier
to perform its obligations under this Agreement.

          9.2 Carrier's sales transactions and credit refund procedures comply
in all material respects with all applicable laws and regulations of any
governmental authority which are pertinent to such Card sales or refunds.

          9.3 Carrier's execution and performance of this Agreement will not
violate any provision of Carrier's Articles of Incorporation and bylaws, or any
indenture, contract, agreement or instrument to which it is a party or by which
it is bound and this Agreement constitutes the legal, valid and binding
obligation of Carrier, enforceable in accordance with its terms.

          9.4 Carrier is duly organized and in good standing under laws of the
state specified in the first paragraph of this Agreement and is qualified to do
business in each state where the nature of its activities or the character of
its properties makes such qualification necessary or desirable and the failure
to so qualify would have a material adverse effect on the assets or operations
of a carrier.

          9.5 Carrier's audited financial statements and its unaudited financial
statements, as heretofore furnished to Bank, have been prepared in accordance
with generally accepted accounting principles applied on a basis consistent with
those of the preceding year, and fairly present the financial condition of
Carrier as of such date and the result of its operations and the changes in
financial position for the period then ended. There have been no material
adverse changes in the condition or operations, financial or otherwise, of
Carrier since the date of the unaudited financial statements furnished to Bank
prior to the execution of this Agreement, except as previously disclosed to Bank
in writing. Neither the financial statements described herein nor any other
certificate, written statement, budget, exhibit or report, including without
limitation, information and reports relating to Card sales for Travel Costs,
furnished by on behalf of Carrier in connection with or pursuant to this
Agreement contains any untrue statement of a material fact or omits to state any
material fact necessary in order to make statements contained therein not
misleading. Certificates or statements furnished by or on behalf of Carrier to
Bank consisting of projections or forecasts of future results or events have
been prepared in good faith and based on good faith estimates and assumptions of
the management of Carrier and Carrier has no reason to believe that such
projections or forecasts are not reasonable. All factual information hereafter
furnished to Bank by Carrier or its agents will be true and accurate in all
material respects on the date as of which such information is dated or certified
and no such information will contain any material misstatement of fact or will
omit to state a material fact or any fact necessary to make the statements
contained therein not misleading.


                                      -19-
<PAGE>

          9.6 There is no action, suit or proceeding at law or equity, or before
or by any federal, state, local or other governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign, pending or to the
knowledge of Carrier, threatened against Carrier or any of its property which,
if determined adversely to Carrier would materially adversely affect the present
or prospective financial condition of Carrier or affect its ability to perform
hereunder and Carrier is not in default with respect to any final judgment,
writ, injunction, decree, rule or regulation of any court or federal, state,
local or other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign where the effect of such default would
materially adversely affect the present or prospective financial condition of
Carrier.

          9.7 Carrier is in compliance with its agreement with ARC and is
entitled to all the benefits and rights afforded to Carrier under such
agreement, which benefits and rights are substantially the same as those
afforded to other carriers by ARC.

          9.8 Carrier has reviewed and assessed its business operations and
computer systems with respect to the "year 2000 problem" (that is, that computer
applications and equipment used by Carrier directly, or indirectly through third
parties, may be unable to properly perform date-sensitive functions before,
during and after January 1, 2000). Based on that review and assessment, Carrier
reasonably believes that the year 2000 problem will not result in a material
adverse change in Carrier's business condition (financial or otherwise),
operations, prospects or ability to perform under this Agreement. This
representation will be a continuing representation for the remainder of the term
of this Agreement. Carrier agrees to take all actions reasonably necessary to
ensure that this representation remains true, and Carrier agrees to promptly
notify Bank if, at any time during the term of this Agreement, Carrier becomes
aware of facts or circumstances such that this representation has become or may
become untrue or its obligation under this Section 9.8 has been or may be
breached. Carrier will promptly deliver to Bank such information relating to
this representation and its obligation under this Section 9.8 as Bank requests
from time to time, including, without limitation, any information pertaining to
the aforementioned review and assessment.


                                      -20-
<PAGE>

     10. SERVICE MARKS AND TRADEMARKS

          10.1 Bank shall not display nor show the trademarks, service marks,
logos, or company names of Carrier in promotion, advertising, press releases, or
otherwise without first having obtained Carrier's written consent.

          10.2 Upon the prior written consent of Bank, Carrier may utilize
trademark and service marks of a Card Association in its own promotional and
advertising materials to state that Carrier will honor the Cards, subject to
restrictions as to the colors, sizes and designs of such marks and such other
restrictions as contained in materials supplied to Carrier by Bank.

          10.3 Carrier and Bank acknowledge that neither party will acquire any
right, title or interest in or to the other party's trademarks, service marks,
logos or company names and such properties shall remain the exclusive property
of the respective parties or their affiliates. Upon termination of this
Agreement, the parties hereto will discontinue all reference to and/or display
of the other party's trademarks, service marks, logos and company names.

     11. AUDIT

          During the term hereof and for one year thereafter, Carrier and Bank
shall have the right at reasonable times and upon reasonable notice to audit,
copy or make extracts of the records of the other pertaining to the transactions
between or among them under this Agreement to determine the accuracy of the
amounts which have been or are to be paid, refunded or credited by one party to
the other in accordance with the provisions hereof.

     12. DISPUTES WITH CARDHOLDERS


                                      -21-
<PAGE>

          12.1 Carrier will handle all claims or complaints by a Cardholder with
regard to Travel Costs.

          12.2 Any dispute between Carrier and Cardholder arising out of the
common carrier passenger relationship shall be settled directly by Carrier
without liability, cost, or loss to Bank.

     13. ASSIGNMENT; DELEGATION OF DUTIES

          This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of the parties hereto. Consent of Carrier shall not be
required as to an assignment by Bank to any subsidiary, affiliate or parent of
Bank or any successor to Bank by reason of merger or consolidation. Neither
party shall make any other assignments of this Agreement without the prior
written consent of the other, which consent shall not be unreasonably withheld.
Bank, in its sole discretion, without prior notice to Carrier(s), may designate
and authorize any affiliate(s) of Bank to take any action required or allowed by
Bank hereunder and in such case such affiliate(s) shall be entitled to the
rights and benefits of Bank hereunder. Notwithstanding any such designation and
authorization, Bank shall remain liable for any breach or failure to perform
hereunder by any such affiliate(s) of Bank.

     14. INDEMNIFICATION

          Carrier shall indemnify and hold Bank harmless from and against any
and all claims, loss, liability, cost, damage, and expense on account of or
arising out of claims or complaints by a Cardholder with regard to Travel Costs
and any and all disputes between Carrier and any Cardholder arising out of the
common carrier passenger relationship and on account of or arising out of any
settlement, litigation, arbitration, governmental inquiry or other proceeding
pertaining or alleged to pertain thereto.

          Bank will promptly notify Carrier of any such claim and allow Carrier
the right to assume the defense of any such claim; provided, that, counsel
retained by Carrier shall be reasonably acceptable to Bank. Bank will not settle
any such claim without Carrier's written consent. Nothing herein shall limit
Bank's right of Chargeback as defined in Section 8 of this Agreement.

          Bank shall indemnify and hold Carrier harmless from and against any
and all claims, loss, liability, cost, damage and expense on account of or
arising out of any claims, complaints, disputes, settlement, litigation,
arbitration, governmental inquiry or other proceeding alleging or arising from
Bank's willful misconduct or grossly negligent acts or omissions. Carrier will
promptly notify Bank of any such claim and allow Bank the right to assume the
defense of any such claim; provided, that, counsel retained by Bank shall be
reasonably satisfactory to Carrier. Carrier will not settle any such claim
without Bank's written consent. Any other provisions contained herein to the
contrary notwithstanding, it is hereby agreed that the indemnity provisions set
forth in this Section 14 shall survive termination of this Agreement and remain
in effect with respect to any occurrence or claim arising out of or in
connection with this Agreement.


                                      -22-
<PAGE>

     15. TERMINATION AND WAIVER

          If either party shall commit a material default in the performance of
its obligations under this Agreement and shall fail or refuse to remedy or
commence to remedy such material default within fifteen (15) calendar days after
receipt of written notice specifying the nature of such default, the other party
may terminate this Agreement on twenty-four (24) hours written notice after such
fifteen (15) day period; provided, that, Bank shall have no obligation to notify
Carrier prior to any termination based upon any of (a) commencement, whether by
or against Carrier, of any bankruptcy, reorganization, debt arrangement or other
proceeding under any bankruptcy, reorganization, debt arrangement, liquidation
or other insolvency law, (b) violation by Carrier of Bank's rights pursuant to
Section 22 of this Agreement or (c) any modification of Carrier's rights or
benefits under any agreement with ARC that would materially adversely affect the
present or prospective financial condition of Carrier or impair its ability to
perform hereunder or any suspension or termination of any agreement with ARC or
of any of Carrier's rights or benefits thereunder. In the event of termination
by Bank, Carrier shall give appropriate notice to its Agents.

          Material defaults shall include, without limitation, (i) any of the
events described in clauses (a) through (c) in the first paragraph of this
Section 15, (ii) the imposition, or an attempted imposition, of a lien in favor
of any party other than Bank, whether voluntary or involuntary, on the Deposit
or any portion thereof or any property of Carrier subject to the lien or
security interest of Bank and the imposition of any freeze on any property of
Carrier subject to the lien or security interest of Bank, (iii) failure by
Carrier to maintain all licenses, permits and certificates necessary for it to
conduct flight operations.

          No termination of this Agreement (whether under this Section 15 or any
other provision of this Agreement) shall affect the rights or obligations of
either party which may have arisen or accrued prior to such termination.


                                      -23-
<PAGE>

          No waiver of any provision hereunder shall be binding unless such
waiver shall be in writing and signed by the party alleged to have waived such
provisions.

     16. NOTICES

          All notices permitted or required by this Agreement shall be in
writing and shall be deemed given when received and may be sent by certified
mail, courier, overnight delivery or telecopy and shall be addressed as set
forth below:

          TO BANK:                  U.S. Bank National Association
                                    Merchant Payment Services
                                    1010 South Seventh Street
                                    Minneapolis, Minnesota 55415

          ATTENTION:                Vice President, Merchant Payment Services
                                    Telecopy: (612) 973-8525

          TO CARRIER:               Hawaiian Airlines, Inc.
                                    3375 Koapaka Street
                                    Honolulu, Hawaii 96819

          ATTENTION:                Vice President/Controller
                                    Telecopy: (808) 835-3694

The above addresses and addressees may be changed by giving notice of such
change in the manner provided herein for giving notice. Until such written
notice is received, the last addresses and addressees herein shall be deemed to
continue in effect for all purposes.

     17. GOVERNING LAW

          This Agreement shall be governed by and construed in accordance with
the substantive laws of the State of Minnesota. Both parties shall abide by all
applicable federal, state and local laws, ordinances and regulations.

     18. RULES AND REGULATIONS

          Carrier acknowledges that the respective systems of the Card
Associations are governed by their respective Operating Regulations and that all
transactions hereunder are subject to such Operating Regulations. Carrier
further acknowledges that Bank has entered into this Agreement in reliance upon
the applicability of the Operating Regulations of applicable Card Associations
to the transactions hereunder.


                                      -24-
<PAGE>

     19.  REIMBURSEMENT BY CARRIER

          Carrier will reimburse Bank for any fees, charges, fines, assessments,
penalties, and Chargebacks that Bank may be required to pay, incur, or purchase
from a Card Association with regard to any transaction processed by Bank from
Carrier; provided, that, Carrier shall have no obligation for any such amount
incurred through the willful misconduct or grossly negligent acts or omissions
of Bank. Without limiting the generality of the foregoing, Carrier will
reimburse Bank for transactions required to be paid or repurchased by Bank by
virtue of Card Association Operating Regulations as such Operating Regulations
may be applied by the applicable Card Associations. Any losses suffered by Bank
on account of delay by Bank in processing Chargebacks shall be reimbursed by
Carrier with respect to Chargebacks processed by Bank subsequent to cessation or
substantial curtailment of flight operations of Carrier.

          Bank shall have the right to deduct the amount of any reimbursement
hereunder from any payment otherwise due from Bank to Carrier. If Bank is unable
to so collect such amount, Carrier shall pay Bank, on demand, the full amount or
any uncollected part thereof. Bank, at its option, may apply such portion of the
Deposit, if any, to the extent necessary to satisfy Carrier's obligations
hereunder. It shall then be the responsibility of Carrier to recover the amount
involved or otherwise resolve the cause of the reimbursement. Without limiting
the foregoing, Carrier acknowledges that Reserved Funds are funds provisionally
credited to Bank pursuant to the Card Association Operating Regulations, subject
to Chargeback as provided therein, and that pursuant to Section 3 of Schedule 2
hereto such funds will not be credited (provisionally or otherwise) to Carrier
but will be held by Bank subject to subsequent credit as provided in Schedule 2
and are subject to Chargeback in accordance with the Card Association Operating
Regulations as such Operating Regulations may be applied by the applicable Card
Association.

          20. COST AND EXPENSES

          Carrier shall reimburse Bank for all costs and expenses, including
reasonable attorney's fees and expenses, paid or incurred by Bank in connection
with the negotiation and preparation of this Agreement and with the enforcement
and preservation of Bank's rights hereunder. Carrier further agrees that Carrier
shall reimburse Bank for all costs and expenses incurred by Bank related to
cessation of all or a material part of Carrier's business as currently
conducted, or the commencement and actual liquidation of Carrier and its assets,
whether under Chapter 11 or Chapter 7 of the Federal Bankruptcy Code or under
other applicable law, or pursuant to a sale of substantially all of the assets
of Carrier or otherwise, in the aggregate amount of such costs and expenses.
Reimbursable costs and expenses shall include, without limitation, any amounts
paid to other carriers by Bank to induce such carriers to accept tickets issued
by Carrier. All costs and expenses to be paid by Carrier hereunder shall be
payable on demand and are secured by the Deposit and all collateral of Bank
hereunder. Bank, at its option, may deduct the amounts owed to it from any
amount otherwise due Carrier from Bank or, with concurrent notice to Carrier,
apply or set off such portion of the Deposit, if any, in the amount necessary to
satisfy Carrier's obligations hereunder.


                                      -25-
<PAGE>

     21. ENTIRETY

          This Agreement, including Schedules 1 and 2 attached hereto and hereby
made part hereof, shall constitute the entire understanding and agreement
between the parties with respect to the subject matter herein contained, and
there are no other agreements, representations, warranties or understanding,
oral or written, expressed or implied, that are not merged herein and superseded
hereby. This Agreement shall not be amended, supplemented, modified or changed
in any manner, except in writing, signed by the parties hereto and attached to
this Agreement.

     22. EXCLUSIVITY

          Bank does and will retain the exclusive right to process all Card
sales transacted by Carrier within the fifty States of the United States of
America. Bank will also accept all U.S. dollar-denominated Card sales submitted
by Carrier from other geographical locations that are in compliance with Card
Association Operating Regulations.

          Submissions and payment from any location must be handled in
compliance with all applicable government laws, rules and regulations.

     23. TERM

          The Agreement shall continue for an initial term of two (2) years and
shall automatically renew for successive terms of one (1) year thereafter;
provided, however, that at any time during the term hereof Bank may terminate
this Agreement, with or without cause, upon sixty (60) days prior written notice
to Carrier, and provided further that this Agreement shall not renew if Carrier
provides written notice to Bank no later than ninety (90) days prior to the then
current term of its determination to terminate this Agreement, in which case
this Agreement shall terminate on the scheduled date of expiration.


                                      -26-
<PAGE>

     24. ASSISTANCE

          Bank or Carrier shall not unreasonably withhold any documentation
required by Carrier or Bank in connection with the defense of any claim asserted
in connection with this Agreement.

          Bank will provide Cardholder's name and address for each Chargeback
when it is included in the Cardholder's documentation received by Bank.

     25. REPORTING

          Until any obligation of Bank to perform hereunder shall have expired
or been terminated and all obligations of Carrier to Bank hereunder shall have
been satisfied, Carrier shall furnish to Bank the following reports, notices and
financial statements, which shall be stated in U.S. Dollars and shall be in
English:

          25.1 As soon as available and in any event within 90 days after the
end of each fiscal year of Carrier, the consolidated financial statements of
Carrier and its subsidiaries, if any, consisting of at least statements of
income, cash flow and changes in stockholders' equity, and a consolidated
balance sheet as at the end of such year, setting forth in each case in
comparative form corresponding figures from the previous annual audit and
stating Carrier's unrestricted cash (including cash equivalents) balance,
certified without qualification by independent certified public accountants of
recognized standing selected by Carrier and acceptable to Bank, together with
consolidating statements, any management letters, management reports or other
supplementary comments or reports to Carrier or its board of directors furnished
by such accountants.

          25.2 At the request of Bank, as soon as available and in any event
within 30 days after the end of each fiscal month, consolidated statements of
income, cash flow and changes in stockholders' equity for Carrier and its
subsidiaries if any, for such month and for the period from the beginning of
such fiscal year to the end of such month, and a consolidated balance sheet of
Carrier and its subsidiaries, if any, as at the end of such month, setting forth
in comparative form figures for the corresponding period for the preceding
fiscal year and stating Carrier's unrestricted cash (including cash equivalents)
balance, accompanied by consolidating statements for such period and a
certificate signed by the chief financial officer of the Carrier (a) stating
that such financial statements present fairly the financial condition of Carrier
and its subsidiaries and that the same have been prepared in accordance with
generally accepted accounting principles and (b) certifying as to Carrier's
compliance with all statutes and regulations applicable to Carrier, except
noncompliance that could not reasonably be expected to have a material adverse
effect on the financial condition or business operations of Carrier.


                                      -27-
<PAGE>

          25.3 Promptly upon the mailing or filing thereof, copies of all
financial statements and financial reports that Carrier sends to any of its
security holders or files with any government agency and, promptly upon the
request of Bank, copies of such other reports as Carrier may file with any
government agency.

          25.4 Immediately upon any officer of Carrier becoming aware of any
material default by Carrier under this Agreement, a notice from Carrier
describing the nature thereof and what action Carrier proposes to take with
respect thereto.

          25.5 Immediately upon any officer of Carrier becoming aware of the
same, notice of any pending or threatened action, suit or proceeding at law or
equity, or before or by any federal, state local or other governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign, against Carrier or any of its property which, if determined adversely
to Carrier would materially adversely affect the present or prospective
financial condition of Carrier or affect its ability to perform hereunder.

          25.6 Immediately upon (a) termination or suspension of any agreement,
or any of Carrier's rights or benefits thereunder, that Carrier has with ARC,
(b) modification of any agreement with ARC that would materially adversely
affect the present or prospective financial condition of Carrier or impair its
ability to perform hereunder or (c) receipt by Carrier of notice from ARC of
ARC's intention to terminate, suspend or modify agreement with Carrier, a notice
from Carrier of such termination, modification or receipt of notice and such
information with respect to the same as Bank may request. Such notice shall be
provided whether Carrier is a party to an agreement with ARC on the Effective
Date or thereafter becomes party to an agreement with ARC.

          25.7 Immediately upon the commencement, whether by or against Carrier,
of any bankruptcy, reorganization, debt arrangement or other proceeding under
any bankruptcy, reorganization, debt arrangement, liquidation or other
insolvency law, notice of such commencement.


                                      -28-
<PAGE>


          25.8 Immediately upon the failure to pay, whether by acceleration or
otherwise, any payment obligation of the Carrier pursuant to any aircraft lease,
notice of such failure and information concerning the amount of the obligation
and the actual or likely consequences of such failure.

          25.9 Immediately upon the reduction by the Carrier of greater than
fifteen percent (15%) of its scheduled flights during any consecutive five-day
period, notice of such reduction.

          25.10 Immediately upon the merger or consolidation of the Carrier, or
entry by the Carrier into any analogous reorganization or transaction, with any
other corporation, company or other entity or the sale, transfer, lease or other
conveyance of all or any substantial part of the Carrier's assets, notice of
such event, including a description of the parties involved and the structure of
the reorganization or transaction.

          25.11 Such other information with respect to the financial condition
and operations of Carrier as Bank may reasonably request.

     26. GENERAL

          No failure or delay on the part of Bank or Carrier in exercising any
power or right under the Agreement shall operate as a waiver of such power or
right.

          In the event of a conflict between Bank's normal rules and the terms
of this Agreement, the terms of this Agreement shall control.

          Section headings are included herein for convenience of reference only
and shall not constitute a part of this Agreement for any other purpose.

          Nothing in this Agreement or in the course of conduct between the
parties shall be construed as creating a principal and agent partnership or
joint-venture relationship between the parties hereto.

     27. REMEDIES CUMULATIVE

          All remedies, rights, powers, and privileges, either under this
Agreement or by law or otherwise afforded to Bank, shall be cumulative and not
exclusive of any other such remedies, rights, powers and privileges. The Bank
may exercise all such remedies in any order of priority.


                                      -29-
<PAGE>

     28. CONFIDENTIALITY

          Carrier covenants and agrees that Schedules 1 and 2 hereto (the
"Confidential Schedules") shall be maintained in confidence and not disclosed by
Carrier or Carrier's representatives, officers, agents or employees without
Bank's prior written consent unless required to be disclosed pursuant to
judicial order or applicable law. The Confidential Schedules shall not be
utilized for any purpose other than performance by Carrier under this Agreement.
In the event that Carrier determines that it is required to disclose the
Confidential Schedules, or any of them, whether pursuant to a judicial order or
to applicable law, Carrier agrees to provide Bank with ten (10) days prior
written notice (or such shorter prior notice as shall be reasonable in the
circumstances) of such determination and the basis for such determination prior
to making disclosure so that Bank may consider whether to seek an appropriate
protective order and/or to waive compliance with the requirements of this
Section 28.

     29. CONSENT TO JURISDICTION

          Carrier agrees that any legal action or proceeding arising out of or
in connection with this Agreement may be brought in the courts of the State of
Minnesota or the courts of the United States of America in the State of
Minnesota, and hereby irrevocably submits to the non-exclusive jurisdiction of
each such court and hereby irrevocably appoints CT Corporation System Inc.
presently located at 405 Second Avenue South, Minneapolis, Minnesota 55401 as
its authorized agent for service of process in such courts, and service in such
manner shall be deemed to be good and valid service on Carrier. The submission
to such jurisdictions shall not (and shall not be construed as to) limit the
right of Bank to take proceedings against Carrier in whatsoever jurisdictions
shall to it seem fit nor shall the initiating of proceedings in any one or more
jurisdictions preclude the taking of proceedings in any other jurisdiction.

          In addition, Carrier hereby irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of venue of any suit, action or proceeding arising out of or relating to this
Agreement brought in any District Court of the State of Minnesota, or the United
States District Court for the District of Minnesota, and hereby further
irrevocably waives any claim that any such suit, action or proceeding brought in
any such court has been brought in an inconvenient forum.


                                      -30-
<PAGE>

          IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and attested to by their duly authorized officers as of the day and
year written.

CARRIER:

HAWAIIAN AIRLINES, INC.

By (Print Name):
                 --------------------------------------
Signature:
                 --------------------------------------
Title:
                 --------------------------------------
Date:
                 --------------------------------------



BANK:

U.S. BANK NATIONAL ASSOCIATION

By (Print Name):
                 --------------------------------------
Signature:
                 --------------------------------------
Title:
                 --------------------------------------
Date:
                 --------------------------------------

                                      -31-
<PAGE>

                                   SCHEDULES

                         1 - PROCESSING FEES [REDACTED]

                        2 - DEPOSIT - CARRIER [REDACTED]