<PAGE>
                        PASSENGER AIRCRAFT CHARTER AGREEMENT


       This Passenger Aircraft Charter Agreement (the "Agreement") is made and
entered into this  9th day of  November, 1997 and effective the 1st day of
February, 1998 (the "Effective Date"), by and between Hawaiian, Inc., a Hawaii
corporation, whose principal place of business and mailing address is P.O. Box
30008, Honolulu, Hawaii, 96820 ("Hawaiian") and HAWAIIAN VACATIONS, INC., an
Alaska corporation, whose principal place of business and post office address is
1010 West Northern Lights Boulevard, Anchorage, Alaska, 99503 ("Charterer"). 
Charterer and Hawaiian are sometimes referred to in this Agreement as the
"Party" or collectively as the "Parties."

                               W I T N E S S E T H :

       WHEREAS, Hawaiian is engaged in the business of providing charter air
transportation, and Charterer is in the business of organizing and extensively
marketing and promoting travel arrangements for sale to the public; 

       WHEREAS, Hawaiian and Charterer desire to set forth the charter fare
levels, flight schedules and other procedures to be followed, whereby Charterer
may purchase charter air transportation on Hawaiian, 

       NOW, THEREFORE, in consideration of the premises and the mutual
obligations hereinafter set forth, Hawaiian and Charterer agree as follows:  

ARTICLE 1.  GENERAL

1.1    The Agreement constitutes the entire agreement and understanding of the
       Parties regarding the subject matter hereof, and, as of the commencement
       date, supersedes all prior agreements, whether written or oral, between
       the Parties concerning the subject matter hereof. 

1.2    Subject to Hawaiian and Charterer receiving the necessary regulatory
       approvals, this Agreement shall be effective on the Effective Date and
       shall continue through April 30, 1999.

1.3.   During the term of this Agreement, Hawaiian shall not enter into the
       Anchorage/Hawaii market on a scheduled basis other than flights
       scheduled for this Agreement, or extend charter services to any other
       operator other than Charterer.  During the term of this Agreement,
       Charterer shall not operate any scheduled service or charter service in
       the Anchorage/Hawaii market other than with Hawaiian.

ARTICLE 2.  CHARTER AIR TRANSPORTATION, FLIGHT SCHEDULES AND FARE LEVELS

2.1    CHARTER FLIGHT(S).  Subject to the terms and conditions of this
       Agreement, Hawaiian agrees to make available to Charterer, and Charterer
       agrees to charter from Hawaiian, aircraft of the type and configuration
       as set forth in Attachment(s) A, attached hereto, for the performance of
       the charter flight(s) described in Attachment A ("Charter Flights").  

2.2    REGULATORY APPROVALS.  It is agreed that both Parties' performance under
       this Agreement is subject to Hawaiian receiving from Charterer evidence
       satisfactory to Hawaiian that Charterer has complied with and obtained
       governmental regulatory approval necessary to conduct Charter Flights,
       including but not limited to Department of Transportation ("DOT") Forms
       4533 "Statement of Charter Operator or Direct Air Carrier and Securer,"
       4532 "Statement of Charter Operator and Direct Air Carrier Flight
       Schedule" and 4534 "Statement of Charter Operator, Direct Air Carrier
       and Depository Bank," and has complied with Part 380 of the DOT.

2.3    During the course of the Agreement should another scheduled air carrier
       or charter operator approved by the DOT enter the Hawaii market on a
       nonstop basis from Alaska the 

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PASSENGER AIRCRAFT CHARTER AGREEMENT
HAWAIIAN VACATIONS, INC.
Page 2


       Parties will jointly review the viability of a continuation of the 
       contract.  If it is agreed to continue, the contract price will be 
       revised to represent ____ of the lowest "published" retail price point 
       offered by the other air carrier. "Published" shall mean the 
       appearance of the fare in at least two (2) CRS systems, or in 
       advertising in the local media or in written communication to retail 
       travel agents in the Hawaii/Alaska market. "Published" shall not 
       constitute an announcement of intention to operate but must be proven 
       to be available for purchase.  If Hawaiian reduces the cost per seat 
       the accompanying rules of the published fare shall apply to the 
       reduced Charterer fare.  If Hawaiian decides that continuation of the 
       Agreement is not viable, the Agreement may be canceled with ninety 
       (90) days written notice by Charterer to Hawaiian. In that case, 
       Hawaiian will agree to amend the Agreement to match ____ of the 
       competitive published rate forty-five (45) days prior to the 
       commencement of operations by the other air carrier and for the 
       balance of the ninety (90) days remaining from receipt of the written 
       cancellation notice.  

ARTICLE 3.  FINANCIAL ARRANGEMENTS

3.1    SECURITY DEPOSIT.  Simultaneously with the execution of this Agreement,
       as security for the payment of any and all amounts due Hawaiian pursuant
       to this Agreement and not paid by Charterer within the periods
       specified, Charterer or its designee shall deliver to Hawaiian an
       appropriate instrument, as specified in Attachment A and in a form
       reasonably acceptable to Hawaiian, which shall remain valid until 
       forty-five (45) days after the termination of this Agreement.  Hawaiian 
       shall promptly report to Charterer any draw made against such security. 
       Charterer shall immediately amend such security to provide for
       additional security in the amount so reported to have been drawn or
       cause to be issued a new security in the amount so reported to have been
       drawn.  

3.2    PAYMENTS.  This Agreement is for a public charter under Part 380 of the
       Regulations of the DOT.  Charterer, Hawaiian and Charterer's bank (the
       "Depository Bank") shall execute a depository agreement in form and
       substance satisfying the requirements of Part 380.  Upon execution of
       the bank depository agreement by the Parties hereto, said agreement
       automatically becomes a part of this Agreement.  Hawaiian shall be paid
       in accordance with the depository agreement.  Such payments, made in
       accordance with Part 380, due to Hawaiian hereunder, will be made by
       Depository Bank on or before the due date in immediately available funds
       by electronic funds transferred to the Escrow Account as follows:  

                         Bank of Hawaii
                         Main Branch
                         111 South King Street
                         Honolulu, Hawaii  96813
                         Attention:     Escrow Department
                         Federal Wire Routing No. ____________
                         ___________________
                         ___________________
                         Attention:     Escrow Department

       and credited to the escrow account of Hawaiian at Bank of Hawaii.  Each
       deposit to the Escrow Account shall be accompanied by sufficient
       information to properly identify the payment in accordance with the
       requirements of Part 380 and Part 207.  All monies shall remain in the
       escrow account until the rotation for which payment is made has been
       completed.  
       
3.3    MANIFEST LIST.  At least two (2) days prior to the departure of each
       flight, Charterer will fax to Hawaiian a manifest list of all passengers
       of the flight and their return flight.  This manifest list will be
       provided to Hawaiian, Schedule Planning, through the use of the
       SABRE-Registered Trademark- system with airline capabilities provided by
       Hawaiian to Charterer or by any other means that is mutually agreed to
       by both Parties.  No later than 7 p.m. (HST) on the day of departure of



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PASSENGER AIRCRAFT CHARTER AGREEMENT
HAWAIIAN VACATIONS, INC.
Page 3


       each flight, Charterer will use its best efforts to provide a revised
       manifest list of all passengers of the flight and their return flight to
       Hawaiian, Schedule Planning and Customer Services, by any means mutually
       agreed to by both Parties. 

3.5    NON-PAYMENT.  Hawaiian has no obligation to perform any Charter Flight
       unless the full payment amounts set forth in Attachment A and any other
       payment due in advance hereunder have been properly remitted to Hawaiian
       in full at least fifteen (15) days before departure.  Such payments
       shall be paid on or before the due date(s) set forth herein, without
       notice, demand, counterclaim, set off or deduction whatsoever. 

3.6    TRANSPORTATION TAXES.  The charter price as set forth in Attachment A is
       exclusive of transportation tax, passenger facility charges (PFCs) and
       charter international terminal fees (CITs).  Charterer is responsible
       for these taxes/fees and any additional airport assessments or passenger
       charges.  To the extent that Hawaiian is required to remit any such
       payments directly, Charterer will pay such amounts directly to Hawaiian
       as set forth in Attachment A.  Hawaiian also reserves the right to amend
       payment of transportation fees within the effective period of this
       contract.

3.7    LATE CHARGES ON PAST-DUE PAYMENTS.  In the event Charterer or Hawaiian
       fails to make payment to the other Party when it becomes due pursuant to
       this Agreement, the defaulting Party shall pay the non-defaulting Party
       interest on the amount in default from its due date to the date of
       payment at the then current prime rate of interest plus
       ___________________ per annum announced in the Wall Street Journal, or
       at the highest rate applicable by law, whichever is less.  

ARTICLE 4.  PERFORMANCE OF CHARTER FLIGHTS

4.1    AIRCRAFT AND REGULATIONS.  Hawaiian shall provide the aircraft properly
       crewed, maintained and fueled as set forth in Attachment A.  Charterer
       shall observe all operating rules and regulations of Hawaiian and shall
       comply with all reasonable instructions of Hawaiian employees and
       agents.  It is understood that the aircraft and its crew will at all
       times during the course of the Charter Flight be under the exclusive
       command and control of Hawaiian and Hawaiian's Pilot-in-Command, whose
       orders will be strictly complied with by the Charterer and all
       passengers.  

4.2    FLIGHT SCHEDULE.  Hawaiian shall use its best efforts to carry the
       charter passengers and their baggage with reasonable dispatch. 
       Departure times are subject to and may be altered by aircraft
       availability and routing, the availability of airport gate spaces,
       weather conditions and other operational factors.  

       Each Party hereto agrees to use its best efforts in causing on-time
       departure of all Charter Flights in accordance with the schedules, which
       are set forth in the Attachment(s).  In no event shall Hawaiian be
       liable to the Charterer or any other individual for the transportation
       of any passenger who is not at the specified check-in point at least
       one-half (1/2) hour prior to the scheduled departure, and such flight
       may depart as scheduled without such passenger(s), except that
       Charterer's airport agent at departure can request a delay to Hawaiian's
       airport agent in order to accommodate passengers who are not at check-in
       or on board at the specified time.  It is further agreed that Hawaiian
       will check with Charterer's airport agent prior to committing the
       aircraft for departure to determine if Charterer chooses to exercise
       such option.  Payment, if any, for such a requested delay shall be
       billed at the rate outline in section 4.12 of this Agreement.  

4.3    SUBSTITUTE AIRCRAFT.  Hawaiian may, at its option, substitute comparable
       aircraft (i.e. aircraft with at least 300 passengers seats and the
       capability to fly non-stop between Honolulu and Anchorage) of a type
       different from that specified in Attachment A without penalty to
       Hawaiian, provided that any such substitution shall not result in an
       increase in the charter 



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PASSENGER AIRCRAFT CHARTER AGREEMENT
HAWAIIAN VACATIONS, INC.
Page 4


       price payable by the Charterer.  Hawaiian may, to the extent permitted 
       by applicable government regulations, subcontract the performance of 
       any of its obligations under this Agreement, provided that it shall 
       not thereby be relieved of its obligations to the Charterer, and 
       provided that all passengers covered by the original contract with the 
       Charterer will be protected by such substitution. 

4.4    ALTERNATE ROUTING.  If, for any reason, Hawaiian determines, in the
       exercise of its reasonable discretion, at any time, that the landing
       facilities at any point(s) on the itinerary of the charter are
       inadequate for safe operation or if landing is prohibited or restricted
       by law, Hawaiian may substitute in place thereof the nearest point at
       which, in Hawaiian's sole judgment, suitable landing facilities are
       available and landing can be made.  In this event, the Parties shall
       share equally in the costs for the transportation and all additional
       costs of whatever nature, of the passengers to the original destination. 

4.5    ALTERNATE LANDING.  Hawaiian shall not be liable for loss, injury,
       damage or delay to or suffered by the Charterer or any passengers due to
       landing at an airport or at a destination other than as contracted, or
       due to a failure to stop at any contracted intermediate airport, or due
       to any flight interruption, delay or cancellation caused by riots, wars,
       civil commotions, strikes, labor disputes, weather conditions, acts of
       God, public enemies, quarantine, or due to the absence of any necessary
       government approvals, or due to any other cause (whether of the same or
       different nature) beyond Hawaiian's control.  In the event any of the
       foregoing shall occur, Hawaiian shall have the right, without any
       liability, to cancel any portion of the charter contract affected by the
       above.  

4.6    INFLIGHT SERVICE.  Hawaiian has the right to sell liquor and headsets on
       all passenger Charter Flights.  Hawaiian may charge the individual
       passenger for inflight entertainment, if such entertainment is available
       and if Attachment A hereof does not contain provisions to the contrary. 
       Hawaiian shall have the right to offer "Duty Free" items for sale in
       flight.  Nothing contained herein shall require Hawaiian to pay
       Charterer any of the proceeds derived from the inflight services set
       forth in this paragraph.  Notwithstanding the above, Hawaiian shall
       provide complimentary headsets and up to two (2) complimentary alcoholic
       beverages to each of the 30 Charterer passengers in the first class
       section of the aircraft.

4.7    PASSENGERS' TRAVEL DOCUMENTS.  Charterer and all passengers and all
       cargo consignors shall comply with all laws, regulations, orders,
       demands and travel requirements of all states and countries to be flown
       from, to or over and shall comply with all of Hawaiian's associated
       rules and instructions.  Hawaiian shall not be liable for any aid or
       information given by any agent or employee of Hawaiian to any passenger
       or to Charterer in connection with obtaining necessary documents or
       complying with such laws, etc., whether given in writing or otherwise,
       or for the consequences to Charterer or any passengers resulting from
       failure to obtain such documents or to comply with such laws, etc. 
       Charterer and all passengers shall present all exit, entry, health and
       other documents required by the laws, rules or regulations, of the
       states or countries concerned.  Hawaiian reserves the right to refuse
       carriage to any passenger or to carry any cargo of Charterer on Charter
       Flights if, in Hawaiian's sole judgment, the required documents are not
       completed or there has not been compliance with applicable laws,
       regulations, orders, demands or travel requirements, then Hawaiian shall
       not be liable for loss or expense due to failure to comply with the
       requirements listed in this paragraph.  

       Charterer agrees to pay for the transportation of all persons or baggage
       that, on government regulation or order, is required to be returned to
       the point of origin or elsewhere owing to inadmissibility into a state
       or country, whether of transit or destination.  If Hawaiian is required
       to pay or deposit any fine or penalty or make any expenditure by reason
       of a failure to comply with the laws, rules or regulations of the states
       or countries concerned, Charterer shall reimburse Hawaiian for all
       amounts so paid or deposited and any expenditures so incurred.  


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PASSENGER AIRCRAFT CHARTER AGREEMENT
HAWAIIAN VACATIONS, INC.
Page 5


4.8    INSPECTION.  Passengers will be required to comply with the requirements
       of Customs, United States Department of Agriculture, Airport Security
       Personnel and any other governmental officials regarding the inspection
       of passenger baggage.  Neither Hawaiian nor Charterer shall be liable to
       passengers for any loss or damage due to the passengers failure to
       comply with such requirements.  Hawaiian shall not require Charterer to
       assist with Security Directive SD-96-05B relating to profile screening.  

4.9    PASSENGER TICKETING.  Charterer agrees that every passenger ticket and
       ticket envelope is issued pursuant and subject to this Agreement, and
       the provisions thereof are incorporated herein by reference.  If
       Charterer issues a ticket in connection with a Charter Flight conducted
       under the terms of this Agreement, said ticket shall include the terms
       of this Agreement insofar as they are applicable.  In the event of any
       inconsistency, the terms of this Agreement shall prevail.  

4.10   UNUSED CAPACITY.  If the Charterer does not use all of the chartered
       space, Hawaiian reserves the right to utilize the space with written
       consent from the Charterer.  Charterer and Hawaiian shall make every
       effort to communicate with each other in a timely fashion regarding
       existence and utilization of unused space.  

4.11   NO SHOW PASSENGERS.  Hawaiian shall not be responsible or liable for the
       transportation of passengers who fail to report at the specified
       Hawaiian check-in point at the airport one half (1/2) hour prior to the
       scheduled departure time of the flight in the cases of domestic flights,
       or who are, through no fault of Hawaiian's, not aboard at time of
       departure.  If one or more members of one group fails to so report or
       board, Hawaiian may depart as scheduled and shall in no way be
       responsible for or to such individual but shall be deemed to have
       completed its contractual obligation to Charterer.  At each check-in
       point Charterer will provide an agent who has the authority to request a
       delay in order to accommodate any passengers.  It is further agreed that
       Hawaiian will check with Charterer's airport agent prior to committing
       the aircraft for departure to determine if Charterer chooses to exercise
       such option.  Hawaiian shall instruct its airport agents to refer
       passenger questions to Charterer's airport agent or for the
       arrival/departure in Honolulu Charterer's toll free number 
       (800-770-2700). Honolulu is the only arrival/departure airport which 
       Charterer's airport agents will not be available.

4.12   DEVIATIONS FROM SCHEDULE.  Any deviations from the terms and conditions
       set out in this Agreement subsequently made at the request of the
       Charterer, or caused by actions of the Charterer, may involve an
       increase in the Charter Flight price.  Charterer requested delays shall
       be billed at a rate determined by Hawaiian based on all costs Hawaiian
       incurs as a result of the delay.  

4.13   PASSENGER AND BAGGAGE LIMITATIONS.  Passengers and baggage will be
       carried within the space and weight limitations of the aircraft, said
       limitations to be established solely at the discretion of Hawaiian. 
       Hawaiian will have no responsibility for any baggage, which exceeds the
       space and weight limitations of the aircraft, and such baggage will be
       at the disposition of, and at the expense of, the Charterer. Baggage
       limitations per passenger are:  two (2) checked bags having maximum
       linear dimensions of 62 inches in total (length + width + height), with
       a maximum weight of 70 pounds each, or one (1) oversized bag or box, and
       additionally two (2) unchecked bag having maximum linear dimensions of
       41 inches in total (length + width + height), which may be carried on
       board the aircraft, unless such limitations are reduced by governmental
       action, in which event the lower limits shall apply.  Hawaiian reserves
       the right to charge each passenger for any baggage in excess of the
       maximum set forth herein, such excess baggage charges to be remitted to
       Charterer.

       All excess baggage will be accepted on a space available basis, and
       Hawaiian will not accept liability for any expenses, including delivery,
       resulting from the delayed delivery of such baggage.  


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PASSENGER AIRCRAFT CHARTER AGREEMENT
HAWAIIAN VACATIONS, INC.
Page 6


       Hawaiian will provide a container which specifies the maximum size that
       a bag may be carried on board the aircraft at each departure point.  It
       is agreed that all excess baggage will have a higher boarding priority
       than any freight sold by Hawaiian.  

4.14   CHARTER CANCELLATION (OBLIGATION TO PASSENGERS).  If Charterer elects,
       consistent with its obligations under Part 380 if the charter is a
       public charter operated under those rules, to cancel a Charter Flight,
       or group of flights, for whatsoever reason, or defaults on any
       provisions of this Agreement, thereby forcing Hawaiian to cancel a
       Charter Flight or group of flights, in addition to other provisions in
       this Agreement, it will be the Charterer's sole responsibility to
       provide return transportation for all passengers previously carried on
       Hawaiian, with no additional expense to Hawaiian.  However, Hawaiian
       will put forth its best effort to help Charterer in these situations. 
       If Hawaiian is required to return such passengers, Charterer will
       reimburse Hawaiian for such expenses, if such expenses have not already
       been paid.  

4.15   DENIED BOARDING COMPENSATION.  Hawaiian shall be primarily liable for
       denied boarding compensation based on an overbooking situation. 
       Charterer shall reimburse Hawaiian its actual out-of-pocket costs of all
       such documented denied boarding compensation within ten (10) days of
       submission of such invoice.

       Hawaiian shall provide Charterer with rates out of its West Coast 
       gateways for the purpose of accommodation of any denied boarding 
       situations.  Such rates are incorporated into this Agreement as 
       Attachment B.

4.16   FLIGHT CANCELLATION OR DELAY.  Hawaiian shall use its best efforts to
       accommodate passengers with flight delays on the Charter Flights as set
       forth on Exhibit C attached hereto.  If, in Charterer's opinion, Hawaiian
       does not or not able to use its best efforts to accommodate passengers 
       with flight delays on the Charter Flights as set forth on Exhibit C 
       attached hereto, Charterer has express permission to provide such 
       accommodation on another carrier or on Hawaiian's scheduled service 
       flights, and Hawaiian shall reimburse Charterer its actual out-of-pocket
       costs of all such documented flight delay accommodations within ten (10) 
       days of submission of such invoice.

4.17   HAWAIIAN'S EMPLOYEES.  Charterer reserves the right to accept or reject 
       any of Hawaiian's employees providing services under this Agreement for 
       any regulatory-based reason in Charterer's sole discretion.

ARTICLE 5.  FUEL

5.1    FUEL SURCHARGE. Charterer agrees to pay Hawaiian, over and above all 
       other charges as set forth in this charter contract, a fuel surcharge 
       in accordance with the provisions set forth below. Hawaiian shall 
       notify Charterer fifteen (15) days in advance of the departure date 
       set forth in this contract of the amount of fuel surcharge calculated 
       by increasing the charter price by _______________ per mile for each 
       _______________ per gallon increase in the average price of fuel over 
       the into plane fuel base price, which shall be based on the average 
       into plane fuel costs per gallon for the period February 1, 1998 
       through February 28, 1998.  Hawaiian shall provide Charterer with 
       appropriate documentation of the actual into plane fuel costs per 
       gallon for the period February 1, 1998 through February 28, 1998.  If 
       the cumulative surcharge increases the charter price net of any fuel 
       discounts as defined herein in excess of _______________ during the 
       term of this Agreement, Charterer shall have the right, within seven 
       (7) days after receipt of the notice of fuel surcharge, to cancel 
       Charter Flights, but only those Charter Flights scheduled to depart 
       later than fourteen (14) days from Hawaiian's receipt of Charterer's 
       notice to cancel the Charter Flights.  In the event of cancellation by 
       the Charterer hereunder, all monies paid for flights thereby canceled 
       shall be promptly refunded by Hawaiian.  In the event the 

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PASSENGER AIRCRAFT CHARTER AGREEMENT
HAWAIIAN VACATIONS, INC.
Page 7

       Charterer does not cancel the Agreement hereunder, the Agreement shall 
       remain in full force and effect, and the fuel surcharge shall be added 
       to the contract price and become due and payable on the installment 
       dates set forth herein.  Hawaiian further agrees that it will apply no 
       additional fuel surcharge after the aforementioned notice prior to the 
       date of departure.

5.2    FUEL DISCOUNT.  For each _______________ per gallon decrease in the 
       average price of fuel over the fuel base price, Hawaiian shall provide 
       Charterer with a fuel discount equal to _______________ per mile.  Any 
       fuel discount shall apply to all flights commencing with those flights 
       departing fifteen (15) days after Hawaiian provides Charterer with a 
       notice of change in the Fuel Index. Hawaiian shall calculate the Fuel 
       Index no less than once per month and provide Charterer written notice 
       of the then current Fuel Index and indicate whether the Fuel Index has 
       increased, decreased or remained constant since the last notice.  Such 
       fuel credit will be due and payable on the installment dates set forth 
       herein.  

5.3    FUEL AVAILABILITY.  Hawaiian may cancel, without liability, any 
       Charter Flight under contract before the outbound flight is scheduled 
       to operate if sufficient fuel is not available from its suppliers, 
       provided that such determination is made by Hawaiian in the exercise 
       of good faith business judgment.  In such case, Hawaiian shall 
       promptly arrange for a refund to Charterer, or to Charterer's 
       Depository Bank if a Bank Depository Agreement is in effect, of all 
       charter payments already made applicable to such canceled flight made 
       by Charterer or its Depository Bank to Hawaiian but shall not 
       otherwise be liable to the Charterer or any charter participants for 
       any damage, loss, cost, or expenses arising out of, or in connection 
       with such cancellation, and Charterer agrees to indemnify and hold 
       Hawaiian harmless from any claims, demands or suits brought by any 
       charter participants, including any legal fees and expenses incurred 
       in the defense of such claims, demands or suits, arising out of or in 
       connection with such cancellation.  The rights of cancellation 
       reserved to Hawaiian under this Article 5 shall be in addition to, and 
       not in place of or in derogation of, any and all other rights which 
       Hawaiian may otherwise have, at law or equity or under the force 
       majeure or any other article of this Agreement. 
       

ARTICLE 6.  POSITIONING AND DEPOSITIONING (FERRY) CHARGES

Any estimated positioning/depositioning ("ferry") charges shown in Attachment 
A have been calculated on the basis of aircraft positioning requirements 
related to the departure city of the origin and/or return flight(s), and will 
be the stipulated charge for ferry mileage.  Refunds will not be paid to the 
Charterer for estimated ferry mileage not in fact flown, and the Charterer 
will not be charged any additional sums for ferry mileage flown in excess of 
the estimate on which the stipulated charge was based, unless such mileage is 
flown for the convenience of, at the express direction of, and/or due to 
cancellation of a flight(s) by the Charterer.  

ARTICLE 7.  SPECIAL SERVICES AND CHARGES

In the event Charterer requests, in writing, Hawaiian's assistance in 
securing ground transportation for passengers or baggage, hotel reservations 
or other services, Hawaiian shall make supplier recommendations and 
suggestions but Charterer shall perform its own negotiations and bear the 
cost of such services and all risks of injury, damage or loss arising out of 
such services.  

ARTICLE 8.  CHARTER ELIGIBILITY

8.1    CHARTERER'S COMPLIANCE WITH DOT REGULATIONS.  Charterer and its 
       agents, and all passengers shall be deemed to have notice of and shall 
       comply in all respects with Parts 207 and 208 of the Economic 
       Regulations or Part 380 of the Special Regulations of the DOT and all 
       other applicable laws, rules, or regulations (the "Regulations").  
       Hawaiian shall have the right without penalty, return of deposits, or 
       payments and damages, to cancel a Charter Flight or refuse to board 
       any of the passengers should Hawaiian reasonably determine that the 

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PASSENGER AIRCRAFT CHARTER AGREEMENT
HAWAIIAN VACATIONS, INC.
Page 8

       Charterer, its agents or any passengers have failed to comply with any 
       of the Regulations.  In the case of a pro rata charter under Part 
       208.200, Charterer hereby acknowledges receipt of a copy of Part 208.  
       A copy of Part 207 and Part 380 has been provided to Charterer.    

8.2    CHARTERER FURNISHED DOCUMENTS.  The Charterer and its agents shall 
       furnish Hawaiian in a timely manner with all documents required by the 
       Regulations, including, but not limited to, Statements of Supporting 
       Information, load manifests, passenger lists, certifications and such 
       other supporting documentation as may be necessary for Hawaiian to 
       obtain traffic rights for the Charter Flight(s) in any state or 
       country, provided that Statements of Supporting Information shall be 
       furnished to Hawaiian prior to the date of the first such Charter 
       Flight herein.  Charterer acknowledges that once approved its 
       prospectus with the DOT will expire one year from the date of approval 
       and that it must file a new prospectus with the DOT prior to that 
       expiration.  

8.3    CHARTERER BREACHES OR REGULATIONS.  Charterer agrees to give, at its 
       own expense, such notice to the passengers and/or consignees as 
       Hawaiian shall request in the event the Charterer or any charter 
       participant breaches any of the Regulations and thereby causes or 
       threatens to cause delay or cancellation of a Charter Flight or 
       cancellation of any of the charter participants thereon.  Hawaiian 
       shall incur no liability of any nature to Charterer, its agents, any 
       travel company or any charter participants as a result of giving such 
       notice, or refraining therefrom, whether or not such breach shall, in 
       fact, cause or result in the delay or cancellation of a Charter 
       Flight.  Charterer agrees to indemnify Hawaiian and hold Hawaiian 
       harmless from any claims, demands or suits brought by Charterer's 
       agents, any travel company or any charter participants, defending such 
       claims, demands or suits, arising out of Charterer's giving the notice 
       requested by Hawaiian, or refraining therefrom, whether or not such 
       breach shall, in fact, cause or result in the delay or cancellation of 
       a Charter Flight. 

ARTICLE 9.  LIABILITY

9.1    CHARTERER'S RESPONSIBILITY TO ITS PASSENGERS.  Charterer acknowledges 
       that it shall solely be responsible to its passengers for furnishing 
       all services, not required to be performed by Hawaiian; as set forth 
       in the Charterer's charter prospectus and solicitation material 
       distributed in connection with said Charter Flights.  Charterer agrees 
       to hold Hawaiian free and harmless from and to defend Hawaiian and 
       keep Hawaiian indemnified against any and all claims, actions, or 
       demands brought or asserted against Hawaiian, including any legal fees 
       and expenses incurred in the defense of such claims, arising out of 
       any act or omission of the Charterer, its agents, servants or 
       employees.  

9.2    PASSENGER AND CONSIGNEE LIABILITY OF HAWAIIAN.  Hawaiian's liability 
       to each passenger and/or consignee on all international flights is 
       limited as follows:  The rules and limitations relating to liability 
       established by the Convention for the Unification of Certain Rules 
       Relating to International Carriage by Air shall to the extent such 
       Convention is applicable, apply to the Charter Flight(s) hereunder.  
       For passengers on a journey to, from, or with an agreed stopping place 
       in the United States of America, the Convention and special contracts 
       for carriage provide that the liability of Hawaiian and certain other 
       carrier parties to such special contracts for death of or personal 
       injury to passengers, is limited in most cases to proven damages not 
       to exceed _______________ per passenger and that this liability up to 
       such limit shall not depend on negligence on the part of Hawaiian.  
       This limit of liability is inclusive of legal fees and any costs, 
       except that in case of a claim brought in a State where provision is 
       made for a separate award of legal fees and costs, the limit shall be 
       ________________, exclusive of legal fees and costs.  

9.3    BAGGAGE LIABILITY; LIMITATIONS OF LIABILITY; EXCLUSIONS FROM 
       LIABILITY; DECLARATION OF HIGHER VALUE.  The Terms of Contract of 
       Carriage, which govern baggage liability and exclusions, are attached 
       hereto as Exhibit "A" and made a part hereof.  

<PAGE>

PASSENGER AIRCRAFT CHARTER AGREEMENT
HAWAIIAN VACATIONS, INC.
Page 9

       Hawaiian shall not be liable for delivery by surface transportation of 
       checked baggage, at the passenger's point of destination where the 
       baggage is not presented by the passenger at least twenty-five (25) 
       minutes prior to the scheduled departure time of the flight on which 
       the passenger is transported or where the passenger is transported on 
       a flight on which the passenger did not hold a confirmed reservation 
       and the passenger's luggage did not accompany the passenger on such 
       flight.

9.4    CONTRACT OF CARRIAGE.  Charterer's passengers may inspect the full 
       text of the terms of Contract of Carriage at any of Hawaiian's airport 
       or city ticket offices, or via the Internet at www.hawaiianair.com.  
       Additionally, a free copy may be requested by writing to Hawaiian 
       Airlines, Inc., P.O. Box 30008, Honolulu, Hawaii 96820.

9.5    NOTIFICATION.  The passengers must notify the agent of Hawaiian at 
       baggage check-in of the existence of (1) fragile, (2) perishable 
       items, (3) live animals or (4) hazardous material ("Special Items") 
       acceptable for air transportation in checked or unchecked baggage so 
       that Hawaiian may examine said items to ensure that they are properly 
       packed or prepared for air travel, and meets Hawaiian's guidelines.  
       Charterer agrees, if the charter includes transportation to Hawaii, to 
       advise all passengers that carriage of live animals must meet 
       Hawaiian's guidelines.  If Hawaiian determines that items are not 
       properly prepared, Hawaiian will afford the passenger the choice of 
       (1) repacking or preparing the items according to Hawaiian's 
       specifications; or (2) signing a release eliminating Hawaiian from all 
       liability of loss or damage.  If the passenger refuses either option, 
       Hawaiian may refuse carriage of the Special Items.  

9.6    CONSEQUENTIAL DAMAGES.  Under no circumstances shall Hawaiian be 
       liable for consequential damages whether in contract, strict 
       liability, or negligence. 
       

9.7    INSURANCE.  At all times during the term of this Agreement, each Party 
       shall, at its sole cost and expense, carry and maintain in full force 
       and effect:

       a.   With respect to insurance carried and maintained by Hawaiian:

            Comprehensive Airline Liability Insurance in an amount not less than
            _______________ combined single limit bodily injury (including
            Passengers) and property damage liability each occurrence.
       
       b.   With respect to insurance carried and maintained by Charterer:

            Comprehensive General Liability Insurance in an amount not less
            than _______________ combined single limit bodily injury and
            property damage liability each occurrence.  
       
9.8    CERTIFICATES OF INSURANCE.  On or before the effective date of this 
       Agreement, and as a condition to the effectiveness of this Agreement, 
       each Party shall provide the other Party with certificates of 
       insurance evidencing the coverage required in this Agreement.  The 
       certificates shall indicate that the above coverage shall not be 
       canceled or materially altered without thirty (30) days prior written 
       notice by the insurers to the other Party.  Hawaiian's certificate 
       shall name Charterer as an additional insured.

9.9    INDEMNIFICATION.  Hawaiian shall indemnify and hold harmless Charterer 
       (including, without limitation, Charterer's officers, directors, 
       employees, servants and agents) for, from and against all damages and 
       claims for damages, demands, liabilities, actions, losses, costs, 
       suits, recoveries, judgments or executions (including, without 
       limitation, reasonable costs of investigation, litigation costs, court 
       costs, expert witness fees, litigation support services, settlement 
       costs and reasonable attorneys' fees), damages or injury to persons or 
       property including, without limitation, injury resulting in death, 
       however caused, arising from or relating 

<PAGE>

PASSENGER AIRCRAFT CHARTER AGREEMENT
HAWAIIAN VACATIONS, INC.
Page 10


       to Hawaiian's performance of its obligations under this Agreement. 
       Charterer shall indemnify and hold harmless Hawaiian (including, 
       without limitation, Hawaiian's officers, directors, employees, 
       servants and agents) for, from and against all damages and claims for 
       damages, demands, liabilities, actions, losses, costs, suits, 
       recoveries, judgments or executions (including, without limitation, 
       reasonable costs of investigation, litigation costs, court costs, 
       expert witness fees, litigation support services, settlement costs and 
       reasonable attorneys' fees), damages or injury to persons or property 
       including, without limitation, injury resulting in death, however 
       caused, arising from or relating to Charterer's performance of its 
       obligations under this Agreement.

ARTICLE 10.  CANCELLATION CHARGES

10.1   CANCELLATION FEES.  In the event that after the Agreement has been 
       signed by the Charterer and by Hawaiian, and:  

       a.   The Agreement is voluntarily canceled at the request of the 
            Charterer; or

       b.   The Charter Agreement is canceled by Hawaiian due to the Charterer's
            being ineligible for charter transportation under the provisions of
            applicable governmental regulations; or
       
       c.   The Charter Agreement is canceled by Hawaiian due to the Charterer's
            failure to make payment as prescribed herein or in Attachment A; or

       d.   Hawaiian cancels all future Charter Flights under all Charter
            Agreements with the Charterer due to the Charterer's failure to pay
            all cancellation charges due within fourteen (14) days of the
            cancellation of a Charter Agreement, or any portion thereof; 
       
       then the cancellation charge will be assessed to Charterer, as liquidated
       damages, and not as a penalty when the cancellation occurs:  


WHEN THE FLIGHT IS CANCELED:              THE CANCELLATION CHARGE
                                          WILL BE:

 At least sixty-one (61) days but not    A cancellation fee of ___ of charter
 more than one hundred twenty (120)      price per segment plus any additional
 days before a Charter Flight is to      ferrying charges.
 depart from point of origin.            

 At least thirty-one (31) days but not   A cancellation fee of ___ of charter
 more than sixty (60) days before a      price per segment plus any additional
 Charter Flight is to depart from point  ferrying charges.
 of origin.                              

 At least fifteen (15) days but not      A cancellation fee of ___ of charter
 more than thirty (30) days before a     price per segment plus any additional
 Charter Flight is to depart from point  ferrying charges.
 of origin.

 Fourteen (14) days or less before a     A cancellation fee of ___ of charter
 Charter Flight is to depart from point  price per segment plus any additional
 of origin.                              ferrying charges.


10.2   ATTORNEY'S FEES.  If Charterer fails to pay cancellation charge, or any
       other amount due under this Agreement, and Hawaiian refers the matter
       for collection to an attorney, Charterer will pay a reasonable
       attorney's fee not to exceed thirty percent (30%) of the amount payable
       or 



<PAGE>

PASSENGER AIRCRAFT CHARTER AGREEMENT
HAWAIIAN VACATIONS, INC.
Page 11

       such lesser attorney's fee, if any, as may be legally permitted plus 
       costs associated with any such collection.  If Hawaiian fails to pay 
       any amount due under this Agreement, and Charterer refers the matter 
       for collection to an attorney, Hawaiian will pay a reasonable 
       attorney's fee not to exceed thirty percent (30%) of the amount 
       payable or such lesser attorney's fee, if any, as may be legally 
       permitted plus costs associated with any such collection.

10.3   RIGHT OF CANCELLATION.  Either Party may cancel this Agreement without
       penalty upon one hundred and twenty (120) days' advance written notice
       to the other Party.

10.4   PRIVILEGED LICENSE.  Both Parties acknowledge that each Party conducts a
       business that is subject to, and exists because of, privileged licenses
       issued by governmental authorities.  Each Party therefore agrees that,
       in the event that one Party shall determine, in its reasonable judgment
       (i) that the other Party is, or might be, engaged in, or about to be
       engaged in, any activity or activities that jeopardizes, or could
       jeopardize, its business licenses, or (ii) that the existence of this
       Agreement jeopardizes or may jeopardize, its business or such licenses,
       such Party shall have the right, upon notice to the other Party,
       immediately to terminate this Agreement, at which time the Agreement
       shall cease and terminate and be of no further force and effect;
       provided, however, that the indemnity and insurance provisions of this
       Agreement shall survive any such termination.

ARTICLE 11.  DEPARTURE TAXES

11.1   DOMESTIC TAXES.  Refer to Article 3, Section 6.

ARTICLE 12.  GOVERNMENT APPROVALS

Hawaiian will, as expeditiously as possible, apply for all necessary foreign and
U.S. approvals to operate the Charter Flights.  Charterer will render all
assistance in obtaining such approval as requested by Hawaiian.  In the event
that the approval is not rendered the flights are canceled without penalty to
Hawaiian.  

ARTICLE 13. USE OF HAWAIIAN'S NAME AND/OR LOGO.

13.1   Hawaiian grants Charterer a non-exclusive, non-transferable, limited
       license to use Hawaiian's trademarks, servicemarks and trade names, but
       solely in connection with the terms and obligations of this Agreement.

13.2   Charterer  shall be required to execute the "Limited Use of Hawaiian's
       Name and/or Logo" form ("Logo Use Form") attached hereto as Exhibit "B"
       prior to Hawaiian providing Charterer with Hawaiian's logo in 
       camera-ready format.  

13.3   If Charterer desires to provide Hawaiian's logo to any third party
       vendor to reproduce Hawaiian's logo ("Third Party Vendors"), the Third
       Party Vendors shall be required to execute the Logo Use Form attached
       hereto as Exhibit "B" prior to Charterer providing the Third Party
       Vendor with Hawaiian's logo.  Failure to timely provide Hawaiian with
       the executed Logo Use Form by the Third Party Vendors shall be construed
       as a material breach of this Agreement.  Charterer shall inform
       Hawaiian's Marketing Department with list of Third Party Vendors who
       possess Hawaiian's logo for reproduction and who have properly executed
       the Logo Use Form.

13.4   Failure of Charterer to provide Hawaiian with the executed Logo Use Form
       by the Third Party Vendors shall be construed as a material breach of
       this Agreement, if Charterer executes the Logo Use Form.

13.5   Each Party shall have the right to review and approve or disapprove,
       prior to printing, the portion of any and all artwork generated by the
       other Party (or at its direction or 


<PAGE>

PASSENGER AIRCRAFT CHARTER AGREEMENT
HAWAIIAN VACATIONS, INC.
Page 12

       authorization) that references this Agreement or uses any trademark, 
       servicemark or trade name of the other Party.  The generating Party 
       shall provide the printed materials to the other Party in a timely 
       manner and the other Party shall review and approve or disapprove such 
       materials in writing within ten (10) working days.

13.6.  Each Party shall have the right to review and approve or disapprove,
       prior to release, all press and/or news releases generated by the other
       Party (or at its direction or authorization) that reference this
       Agreement.  Such Party shall provide the printed materials to the other
       Party in a timely manner and the other Party shall review and approve or
       disapprove such materials in writing within ten (10) working days.

ARTICLE 14.  GENERAL CONDITIONS

14.1   CHARTERER AS AGENT.  This Agreement is entered into by both Parties on
       their own behalf.  The individual consignors, consignees or passengers
       shall not have the right to claim any refund of the Charter Price or
       portions thereof from Hawaiian except as may be specifically provided
       for in writing and signed by Hawaiian, or as may be required by law or
       regulation.  

14.2   GOVERNMENTAL REGULATION.  This Agreement is subject to (i) the
       provisions of the Federal Aviation Act of 1958, as amended; (ii) the
       terms, conditions, limitations, rules and regulations set forth in
       applicable governmental or other approvals as may be required.  

14.3   APPLICABLE STATUTES.  This Agreement shall be governed by and construed
       in accordance with the laws of the State of Hawaii.  Any term or
       provision of this Agreement which now or hereafter is declared contrary
       to any law, order, ordinance, requirement ruling or regulation of any
       governmental authority, whether federal, state or local, whether now in
       force or enacted or promulgated in the future, or which is otherwise
       invalid, shall be deemed stricken from this Agreement without impairing
       the validity of the remainder of this Agreement.  Any action against
       Hawaiian must be commenced in a court of competent jurisdiction in the
       County of Honolulu, State of Hawaii.  If any provision of this Agreement
       is rendered inoperative or illegal by operation of law or otherwise, the
       other provisions contained herein shall remain in full force and effect,
       and in such cases the principle of severability shall govern. 

14.4   WRITTEN AGREEMENT.  This Agreement supersedes all prior agreements, if
       any between the Parties with respect to the same subject matter, and
       fully sets forth the understanding of the Parties.  Any change or
       amendment to this Agreement shall be in writing signed by authorized
       officials of both Hawaiian and the Charterer.  

14.5   STRICT PERFORMANCE.  "On Time" is defined as the aircraft pushing back
       from the gate no later than _________________ after the scheduled
       departure time.  If during a calendar month, less than _________________
       of the flights depart on time, Hawaiian shall refund to Charterer a sum
       calculated by multiplying _____ times the number of one way passengers
       carried on the delayed flights only during that month.  This calculation
       shall be made within fifteen (15) days of the end of each month and
       shall be paid within fifteen (15) days of receipt of the invoice from
       Charterer. 

       Mechanical failures, breakdowns, force majeure causes and delays caused
       or requested by Charterer will not count as a delayed flight for the
       purpose of this paragraph.  Any flight delayed because of a previous
       flight delay (same aircraft) caused by mechanical failures or breakdowns
       or force majeure shall not be counted as a delayed flight. 

14.6   TITLES AND HEADINGS.  The titles and headings of this Agreement are
       included for convenience only and shall not be deemed to constitute part
       of this Agreement or to affect the construction or interpretation
       hereof.  



<PAGE>

PASSENGER AIRCRAFT CHARTER AGREEMENT
HAWAIIAN VACATIONS, INC.
Page 13


14.7   GENDER.  Whenever the context may require, any pronouns used herein
       shall include the corresponding masculine, feminine or neuter forms, and
       the singular form of nouns and pronouns shall include the plural and
       vice versa.

14.8   BANKRUPTCY.  In the event either Party shall (i) file a voluntary
       petition in bankruptcy, (ii) make an assignment for the benefit of
       creditors of all or substantially all of its assets, or (iii) fail to
       secure dismissal of an involuntary petition or bankruptcy filed against
       it within sixty (60) days after the filing thereof, then upon the
       occurrence of any of the said events, the other Party may immediately
       terminate this Agreement.  

14.9   TERMINATION FOR CAUSE.  If either Party shall have committed a material
       breach of this Agreement or shall default in any material aspect of its
       obligations under this Agreement and such breach or default is not cured
       within fifteen (15) days of written notice thereof by the other Party,
       such other Party may, in addition to any other remedies it may have,
       immediately terminate this Agreement.  All obligations incurred by the
       Parties prior to the effective date of the termination will be settled
       in accordance with the terms of this Agreement.  Termination for cause
       shall not include events covered by Article 14.13.

14.10  In the event of any action or proceeding to compel compliance with, or
       with respect to any breach of, the Agreement, the prevailing Party shall
       be entitled to recover all reasonable costs and reasonable expenses of
       such action or proceeding including, without limitation, its reasonable
       attorneys' fees and costs incurred in connection therewith regardless of
       whether any formal legal action is commenced or whether such fees and
       costs are incurred at or in connection with trial or appellate
       proceedings.

14.11  CONFIDENTIALITY.  Except in any proceeding to enforce the provisions of
       this Agreement or as may be required by law, both Parties, and their
       employees, officers, directors and agents shall not publicize or
       disclose to any third party any of the terms or conditions of this
       Agreement without the prior written consent of the other.  If either
       Party or any one of its employees, officers, directors or agents is
       served with a subpoena or other process requiring production or
       disclosure of this Agreement or any of its terms or conditions, then the
       person or entity receiving such a subpoena or other process, before
       complying with such subpoena or other process, shall immediately notify
       the other of same and permit the other a reasonable period of time
       (taking into account the terms of the subpoena or other process) to
       intervene and to contest disclosure or production.  

14.12  INDEPENDENT CONTRACTOR.  The relationship between Hawaiian and Charterer
       shall be that of independent contractor for all purposes, and in no
       event shall persons employed by either Party be held or construed to be
       employees of the other Party.  All persons performing work hereunder and
       the manner and details of performance thereof, shall be under the
       exclusive control of their respective employers, and their respective
       employers shall have the sole right and responsibility for the direct
       supervision of its personnel through its designated representative.  

       Each Party shall be responsible for any and all liability to its own
       employees on account of injury or death resulting therefrom, sustained
       in the course of their employment.  Each Party with respect to its own
       employees accepts full and exclusive liability for payment of all
       workers' compensation and employer's liability insurance premiums with
       respect to such employees, and for the payment of all State, Federal,
       county and municipal taxes, contributions or other payments for
       unemployment compensation or old age benefits, pensions or annuities now
       or hereafter imposed upon employers by any government or agency thereof
       having jurisdiction in respect of such employees measured by the wages,
       salaries, compensation or other remuneration paid to such employees, and
       agrees to make such payments and to make and file all reports and
       returns and to do everything necessary to comply with the laws imposing
       such taxes, contributions or payments.   



<PAGE>

PASSENGER AIRCRAFT CHARTER AGREEMENT
HAWAIIAN VACATIONS, INC.
Page 14

14.13  FORCE MAJEURE

       a.   Neither Party shall be liable for failure to perform under this
            agreement when such failure is caused by accidents, strikes,
            lockouts, or other labor disturbances or labor disputes of any
            character or any other similar cause beyond its reasonable control. 

       b.   Neither Party shall have responsibility for any delay, cancellation
            or prevention of the completion of any obligation on its part to be
            performed, including, but not limited to, any flight covered by
            this Agreement, resulting from any seizure under local process,
            sanction, quarantine restriction, act of governmental authority,
            strike, work stoppage, labor dispute, war or hazard incident to a
            state of war, fire, act of God or nature (including without
            limitation floods, earthquakes, hurricanes or weather conditions),
            mechanical difficulties, prior or civil commotion, or any other
            act, matter or thing, whether or not of a similar nature, beyond
            the control of either Party.  

14.14  ASSIGNMENT; SUBCONTRACTOR.  All covenants and agreements herein
       contained shall be extended to and be binding upon the successors and
       assigns of each Party; provided, however, that neither Party shall
       assign its interest in and to this Agreement or its duties and
       obligations under this Agreement in whole or in part or assign, pledge
       or otherwise transfer the right to receive any monies to become due
       under this Agreement except with the non-assigning Party's prior written
       consent which consent shall not be unreasonably withheld or delayed.
       Notwithstanding the foregoing, Hawaiian may subcontract with providers
       of goods and services necessary to allow Hawaiian to fulfill its
       obligations under this Agreement; provided, however, that in no event
       shall Hawaiian subcontract with another provider of air service to
       provide the actual Charter Flights without the prior consent of
       Charterer.

14.15  NOTICES.  All notices and other communications between the Parties
       provided for or permitted hereunder shall be in writing and delivered or
       mailed by registered or certified mail, return receipt requested,
       overnight mail, or by telex or cable with confirmed delivery, or via
       facsimile.  

       If to Charterer:       Hawaiian Vacations, Inc.
                              Attn:  John T. Hardwick, President
                              1010 West Northern Lights Blvd.
                              Anchorage, AK  99503
                              Telephone:          _____________
                              Facsimile:          _____________

       If to Hawaiian:        Charter Sales
                              Hawaiian, Inc.
                              P.O. Box 30008
                              Honolulu, HI  96820-0008
                              Telephone:          _____________
                              Facsimile:          _____________

       with copies to:        Vice President and General Counsel
                              Hawaiian, Inc.
                              P.O. Box 30008
                              Honolulu, HI  96820-0008
                              Telephone:          _____________
                              Facsimile:          _____________

14.16  SEVERABILITY.  In case any one or more of the provisions contained
       herein shall, for any reason, be held to be invalid, illegal or
       unenforceable in any respect, such invalidity, illegality or
       unenforceability shall be construed as if such invalid, illegal or
       unenforceable provision or provisions had never been contained herein
       unless the deletion of such provision or 



<PAGE>

PASSENGER AIRCRAFT CHARTER AGREEMENT
HAWAIIAN VACATIONS, INC.
Page 15

       provisions would result in such a material change as to cause the 
       agreements contemplated herein to be unreasonable.

14.17  EXECUTION IN COUNTERPARTS.  This Agreement may be executed in one or
       more counterparts, each of which shall be deemed an original, but all of
       which shall constitute one and the same Agreement.  Any such counterpart
       signature pages may be attached to the body of one Agreement to form a
       complete integrated whole.  

14.18  ENTIRE AGREEMENT; AMENDMENTS; WAIVER.  This Agreement constitutes the
       full and complete agreement of the Parties and supersedes any other
       agreement, understanding or representation, whether verbal or in writing
       by or between the Parties.  Any changes, amendments or other
       modifications to this Agreement shall be in writing and executed by both
       Parties hereto.  The failure of any Party hereto to enforce at any time
       any provision of this Agreement shall not be construed to be a waiver of
       such provision, nor in any way affect to validity of this Agreement or
       any part hereof or the right of such Party thereafter to enforce each
       and every provision.  No waiver of any breach of this Agreement shall be
       held to constitute a waiver of any other subsequent breach.

ARTICLE 15.  REPRESENTATIONS AND WARRANTIES

15.1   Each Party represents that (a) it is fully experienced, properly
       qualified and, where appropriate, licensed as necessary to provide the
       services specified in this Agreement; (b) it is knowledgeable and
       experienced in operating the equipment to be utilized in performing its
       obligations under this Agreement; and iii) is in good standing in the
       state of its incorporation.  

15.2   Each Party represents that it is duly organized and validly existing
       under the laws of the jurisdiction in which it was formed, and that it
       has obtained all licenses, permits or approvals of any governmental
       authority necessary or appropriate to perform the obligations under this
       Agreement.
/
/
/
/
/
/
/
/
       IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first written above.  


HAWAIIAN AIRLINES, INC.                 HAWAIIAN VACATIONS, INC.
a Hawaii corporation                         an Alaska corporation


By  /S/______________________________      By  /S/____________________________
       Glenn G. Taniguchi                         John T. Hardwick
       Its Vice President                         Its President
       Reservations & Schedule Planning


By  /S/ ____________________________
       Clarence K. Lyman
       Its Vice President-Finance
<PAGE>

                                                                    ATTACHMENT A

--------------------------------------------------------------------------------

                      PASSENGER AIRCRAFT CHARTER AGREEMENT

--------------------------------------------------------------------------------

                             HAWAIIAN AIRLINES, INC.
                                 P. O. BOX 30008
                             HONOLULU, HAWAII 96820

     This Agreement is made between HAWAIIAN AIRLINES, INC. ("HAWAIIAN") and
CHARTERER designated below. It is mutually agreed that, subject to HAWAIIAN
receiving necessary regulatory approval, and to the provisions below and the
terms and conditions hereof, CHARTERER shall purchase from HAWAIIAN and HAWAIIAN
shall furnish to CHARTERER charter air transportation as described herein:

<TABLE>
<CAPTION>
---------------------------------- ------------------------- -------------------------- -------------------------
         CONTRACT NUMBER                 CHARTER TYPE              AIRCRAFT TYPE             DATE OF ISSUE
---------------------------------- ------------------------- -------------------------- -------------------------
<S>                                <C>                       <C>                        <C>
                                            Public                     DC-10                    11/9/97
---------------------------------- ------------------------- -------------------------- -------------------------
</TABLE>

Name and address of CHARTERER:             HAWAIIAN VACATIONS, INC.
                                           1010 West Northern Lights Blvd.
                                           Anchorage, AK  99503
                                           Contact:  John T. Hardwick, President

<TABLE>
<CAPTION>
-------------------------------------- ------------------------------------------------ ----------------------------
     Passenger Seats Available:                 Baggage Allowance/Passenger:                 Fuel Base Prices:
-------------------------------------- ------------------------------------------------ ----------------------------
<S>                                    <C>                                              <C>   
         300                           2 checked bags with maximum linear dimension              ________
                                       of 62", with a maximum weight of 70 lbs. per
30 seats in first class                piece; 2 carry on bags with maximum linear              (Into Plane)
                                       dimensions 41".
270 seats in coach class
-------------------------------------- ------------------------------------------------ ----------------------------
</TABLE>

CHARTER ROUTING:              HNL-ANC-HNL

CHARTER PERIOD:               February 1, 1998 through April 30, 1999

TOTAL ROUNDTRIPS:             151

GUARANTEED ROUNDTRIPS:        Charterer guarantees all flights before February
                              1, 1999 in this schedule, unless this Agreement is
                              canceled by either Party as provided for in this
                              Agreement.

I.       COMMITTED FLIGHT SCHEDULE

<TABLE>
<CAPTION>
                                                                ROUNDTRIP ORIGINATES
   -------------------- -------------------------- ------------ -------------------------------------- -------------
                                                       DEP                DEPARTURE PERIOD                TRIPS
       FLIGHT NO.                 ROUTE                HNL
   -------------------- -------------------------- ------------ -------------------------------------- -------------
<S>                     <C>                        <C>          <C>                                    <C>
           938                   HNL-ANC              TUES                02/03/98-04/27/99
   -------------------- -------------------------- ------------ -------------------------------------- -------------
           938                   HNL-ANC               THU                11/19/98-4/23/99
   -------------------- -------------------------- ------------ -------------------------------------- -------------
           938                   HNL-ANC               FRI                02/06/98-04/30/99
   -------------------- -------------------------- ------------ -------------------------------------- -------------
   -------------------- -------------------------- ------------ -------------------------------------- -------------
           939                   ANCHNL                WED                02/04/98-04/28/99
   -------------------- -------------------------- ------------ -------------------------------------- -------------
   -------------------- -------------------------- ------------ -------------------------------------- -------------
           939                   ANC-HNL               FRI                11/20/98-04/23/99
   -------------------- -------------------------- ------------ -------------------------------------- -------------
           939                   ANC-HNL               SAT                02/07/98-05/01/99
   -------------------- -------------------------- ------------ -------------------------------------- -------------
</TABLE>

<PAGE>

II.      OPERATIONAL TIMES

         OPERATIONAL SCHEDULE

<TABLE>
<CAPTION>
         ---------------- -------------------------------------- -------------------------- -------------------------
                                                                      DEPARTURE TIME
              ROUTE               ROUNDTRIP ORIGINATES                                            ARRIVAL TIME
         ---------------- -------------------------------------- -------------------------- -------------------------
         <S>              <C>                                    <C>                        <C>
             HNL-ANC                02/03/98-04/04/98                   11:55 p.m.               6:40 a.m. + 1
         ---------------- -------------------------------------- -------------------------- -------------------------
             HNL-ANC                04/05/98-10/24/98                   10:55 p.m.               6:40 a.m. + 1
         ---------------- -------------------------------------- -------------------------- -------------------------
             HNL-ANC                10/25/98-04/03/99                   11:55 p.m.               6:40 a.m. + 1
         ---------------- -------------------------------------- -------------------------- -------------------------
             HNL-ANC                04/04/99-04/27/99                   10:55 p.m.               6:40 a.m. + 1
         ---------------- -------------------------------------- --------------------------- ------------------------
         ---------------- -------------------------------------- --------------------------- ------------------------
             ANC-HNL                02/04/98-04/04/98                    8:35 a.m.                 1:15 p.m.
         ---------------- -------------------------------------- -------------------------- -------------------------
             ANC-HNL                04/05/98-10/24/98                    8:35 a.m.                 12:15 p.m.
         ---------------- -------------------------------------- -------------------------- -------------------------
             ANC-HNL                10/25/98-04/03/99                    8:35 a.m.                 1:15 p.m.
         ---------------- -------------------------------------- -------------------------- -------------------------
             ANC-HNL                04/04/98-04/28/99                    8:35 a.m.                 12:15 p.m.
         ---------------- -------------------------------------- -------------------------- -------------------------
</TABLE>

III.     CHARTER COST

<TABLE>
<CAPTION>
        --------------------------- ----------------------- ------------------- ------------ -----------------------
                                                                ROUNDTRIP          ROUND
                  PERIOD                    ROUTE               LIVE COST          TRIPS             TOTAL
        --------------------------- ----------------------- ------------------- ----------- -----------------------
        <S>                         <C>                     <C>                 <C>         <C>
        02/03/98-05/01/99                HNL-ANC-HNL
        --------------------------- ----------------------- ------------------- ------------ -----------------------
</TABLE>

         An additional charge or add-on of _____ plus applicable tax per
         passenger round-trip will be charged to Charterer for passengers
         traveling between Anchorage and an outer island without a stopover in
         Honolulu.

         For passengers traveling between the islands, except as noted above,
         the segment one way charge to Charterer will be _____ plus applicable
         tax.

         As of October 13, 1997, the current applicable tax rate due on through
         fares (direct connections without stopover) is the federal city pair
         tax rate of .0044% of the applicable through fare, plus the $6 US
         international departure tax in each direction per passenger plus $1 per
         person per segment. The 9% domestic transportation tax is applicable on
         additional interisland flight segments, including add-on fares due to
         stopover or additional interisland segments. Charterer agrees to
         utilize Hawaiian for approximately ninety percent (90%) of all
         interisland passenger travel.

         Payment of the foregoing taxes and/or fees, when imposed, will be the
         responsibility of Charterer and Charterer will remit such payments
         directly to the governmental authority.

IV.      PAYMENT SCHEDULE

         PAYMENTS FOR ROTATIONS ARE DUE FIFTEEN (15) DAYS PRIOR TO ORIGINATING
         DEPARTURE OF FIRST ROTATION OF THE WEEK, FOR A TOTAL OF THREE (3)
         ROTATIONS FROM 02/03/98 THROUGH 03/19/98 AND 12/17/98 THROUGH 03/18/99,
         AND THEN A TOTAL OF TWO (2) ROTATIONS FROM 03/20/98 THROUGH 12/15/98
         AND 03/19/99 THROUGH 04/27/99, AND ARE DUE AS FOLLOWS:

<TABLE>
<CAPTION>
         ------------------------------------ ----------------------------------- ----------------------------------
                    PAYMENT DATE(1)                         AMOUNT                             PERIOD
         ------------------------------------ ----------------------------------- ----------------------------------
         <S>                                  <C>                                 <C>
                       MONDAY                                                             01/19/98-03/02/98
                       MONDAY                                                             03/09/98-11/23/98
                       MONDAY                                                             11/30/98-03/01/99
                       MONDAY                                                             03/08/99-04/05/99
                       MONDAY                                                             04/12/99-04/12/99
         ------------------------------------ ----------------------------------- ----------------------------------
</TABLE>

      (1) Payments are due fifteen (15) days prior to originating departure of
          first rotation of the week. Upon contract execution, all rotations
          within fifteen (15) days must be paid immediately.


<PAGE>

V.       SECURITY

         NO LATER THAN JANUARY 26, 1998, CHARTERER WILL DELIVER TO HAWAIIAN, A
         LETTER OF CREDIT IN THE AMOUNT OF ______________________________, WITH
         TERMS SATISFACTORY TO HAWAIIAN.

VI.      TERM OF AGREEMENT, RENEWAL AND RIGHT OF CANCELLATION

         (1)      The price established herein shall be effective for the period
                  February 1, 1998 to April 30, 1999. The Parties agree to
                  negotiate in good faith to establish the price for the second
                  year, May 1, 1999 to April 30, 2000. Negotiations shall
                  commence no later than September 1, 1998.

         (2)      If an agreement cannot be reached on a new price by December
                  1, 1998, the contract will terminate, upon one hundred twenty
                  (120) days' advance written notice from either Party unless
                  otherwise agreed, in writing, by both Parties.

VII.     GENERAL TERMS

         (1)      Meals will be provided at appropriate times as part of the
                  contract price. Except as set forth in this Agreement, movie
                  headsets, alcoholic beverages and all "Duty Free" sales will
                  be for the account of Hawaiian.

         (2)      Hawaiian reserves the exclusive right to sell and carry cargo
                  on these flights. It is further agreed that all cargo will be
                  boarded only if Charterer does not use all of the chartered
                  space for its passengers baggage, including excess baggage.
                  Pursuant to paragraph 4.13, all excess baggage will have a
                  higher boarding priority than any freight sold by Hawaiian.

         (3)      ANC-HNL: Excess baggage charges collected by Hawaiian in
                  Anchorage will be forwarded to Charterer's airport supervisor
                  within one (1) hour of each departure..

                  HNL-ANC: Hawaiian will reduce Charterer's payment per rotation
                  by ___________ for any excess baggage charges collected by
                  Hawaiian.

         FAILURE TO COMPLY WITH THE REQUIREMENTS LISTED ABOVE WILL RESULT IN THE
         CANCELLATION OF THIS AGREEMENT AND ALL TERMS, CONDITIONS AND PROVISIONS
         PERTAINING TO THIS AGREEMENT WILL BE CONSIDERED NULL AND VOID.

HAWAIIAN AIRLINES, INC.                        HAWAIIAN VACATIONS, INC.
a Hawaii corporation                           an Alaska corporation,


By                                             By
  ------------------------------------------     -------------------------------
      Glenn G. Taniguchi                               Its
      Its Vice President
      Reservations & Schedule Planning



By
  ------------------------------------------
      Clarence K. Lyman
      Its Vice President-Finance


<PAGE>

                                    EXHIBIT A

                                TERMS OF CARRIAGE


                                   (Attached)

<PAGE>

                                    EXHIBIT B

                                     [LOGO]

               LIMITED USE OF HAWAIIAN AIRLINE'S NAME AND/OR LOGO

Hawaiian Airlines, Inc., a Hawaii corporation ("Hawaiian") grants :

_________________________________, ("Contractor" or "Vendor")

         - Non-exclusive     - Non-transferable      - Limited license

to use Hawaiian's trademarks, servicemarks and trade names, but solely in
connection with these agreed upon terms and obligations. Hawaiian Airlines'
Marketing Department shall provide Contractor with the necessary artwork.

CONTRACTOR/VENDOR REQUIREMENTS FOR USEAGE OF HAWAIIAN'S ARTWORK AS FOLLOWS:
-    Signed copy of this form must be forwarded prior to printing or production
     start to:

                   Senior Director of Marketing and Promotions
                                Hawaiian Airlines
                        P.O. Box 30008 Honolulu, HI 96820

-    Hawaiian Airlines shall have the right to REVIEW AND APPROVE or disapprove
     artwork prior to production. Contractor shall provide the printed materials
     to Hawaiian in a timely manner and Hawaiian shall respond with approval or
     disapproval in a timely manner

-    Two (2) samples of the finished product or ad must be provided to Hawaiian
     within seven (7) days of production.

-    Contractor must return of the artwork (unless otherwise directed by
     Hawaiian Airlines) within seven (7) days of production.

-    Upon completion of the production, contractor shall destroy any and all
     screens and/or films developed for this assignment, unless otherwise
     instructed by Hawaiian.

GOVERNING LAW AND DISPUTES. This agreement shall be governed by and construed in
accordance with the laws of the State of Hawaii. Any dispute, controversy or
claim arising out of or relating to this agreement, or the breach thereof, shall
be settled by immediate binding arbitration in accordance with the Arbitration
Rules then prevailing of the American Arbitration Association for Commercial
Disputes. The Arbitrators shall interpret the agreement in accordance with the
laws of the State of Hawaii and the arbitration shall take place in Honolulu,
Hawaii. Judgment upon any arbitral award contemplated above may be entered in
any court in the State of Hawaii having jurisdiction.

CONTRACTOR/VENDOR AGREES TO THE TERMS AND CONDITIONS STATED ABOVE:

By______________________________  Print Name: _______________________________
    (Authorized Signature)

________________________________              _______________________________
    (Title)                                            (Date)

Address: ____________________________________________________________________

Phone: ______________________________    Fax: _______________________________

Intended Usage of Hawaiian Airlines' artwork: _______________________________
_____________________________________________________________________________

<PAGE>

                                    EXHIBIT C

The following are amenities/services that Hawaiian will provide to Charterer's
customers for flight delays:

                            REDACTED IN ITS ENTIRETY.

<PAGE>
DOMESTIC FARE RULES TARIFF BA-2
                                                             4th Revised Page 70

                                SECTION V BAGGAGE

RULE NO.
230            LIABILITY -- BAGGAGE

           A)     LIMITATIONS OF LIABILITY
                  Liability, if any, for the loss of, damage to, or the delay in
                  the delivery of, any personal property, baggage (whether such
                  property has been checked in or otherwise delivered into the
                  custody of the carrier) shall not be more than USD 1,250.00
                  per passenger subject to certain exclusions set forth below
                  unless the passenger elects to pay for higher liability as
                  provided for in paragraph C) below. These limitations also
                  apply to baggage or personal property accepted by HA for
                  temporary storage at a city or airport ticket office or
                  elsewhere before or after the passengers trip.
                  EXCEPTION 1:  When transportation is via HA, and one or more
                                carriers with different limitations of
                                liability, and responsibility for loss, damage
                                or delay in delivery of baggage cannot be
                                determined, the lowest maximum liability will
                                apply when the claim is filed with HA.
                  EXCEPTION 2:  The maximum liability for the loss, damage or
                                delay in delivery of any assistive device (such
                                as a wheelchair which is the property of the
                                paying passenger) is limited to 200% of the
                                normal baggage liability on any domestic segment
                                of a domestic or international trip.

B.      EXCLUSIONS FROM LIABILITY
        1)  HA shall not be liable for the loss, damage or delay in delivery of
            any property which is not acceptable for transportation in
            accordance with Hawaiian's Rules 190, 195 and 200, or for any other
            loss or damage of whatever nature resulting from any such loss or
            damage, or from the transportation of such property.  This exclusion
            is applicable whether the nonacceptable property is included in the
            passengers checked baggage, with or without the knowledge of the
            carrier.
        2)  HA shall not be liable for the loss, damage or delay in delivery of
            a passenger's cabin baggage. 


<PAGE>

                                                             8th Revised Page 71

                                SECTION V BAGGAGE

RULE NO.
230

        LIABILITY -- BAGGAGE

        EXCLUSIONS FROM LIABILITY (CONTINUED)
        3)  HA assumes no liability for medicines including but not limited to
            vitamins, dietary supplements, over counter home remedies etc.,
            orthotic devices (surgical supports), money, jewelry, camera
            equipment, kitchen appliances of any kind, or other valuable or
            fragile items, including but not limited to items listed below,
            whether contained in checked or unchecked baggage, with or without
            the knowledge of HA:
            A)  ARTISTIC ITEMS
                Sculptures; paintings or pictures, framed or unframed; and 
                models. Sconces; decorative screens; items of decorator stones;
                marble, onyx and alabaster; vases; figurines; trophies;
                souvenirs; other decorator objects and curios, chess sets;
                drawings; statues; or other sculptures; paintings; picture
                albums; plastics; plaster of paris molds and casts; photographs;
                display models; antique furniture; fish tanks; terrariums;
                religious or ceremonial mats; artifacts.
            B)  CHINAWARE/CERAMICS/POTTERY (See also GLASS) 
                Ceramics, pots, bowls, crockery, dishes, glasses, earthenware,
                and other containers or ornaments made of porcelain or clay 
                hardened by heat.
            C)  ELECTRONIC AND MECHANICAL ITEMS
                Typewriters, sewing machines, watches, clocks, sensitive
                calibrated tools and instruments, televisions, radios (including
                citizen band), calculators, audio and video equipment, computers
                and/or parts thereof, cellular telephones and/or parts thereof,
                compact disc players, discs, and parts thereof, electronic
                microscopes, electographs, and electronic medical equipment that
                includes tubes and glass.
            D)  GARMENT BAGS
                Garment Bags and suit/dress covers of light, flimsy plastic or
                vinyl designed for carrying and not for shipping.
            E)  GLASS (See also CHINAWARE/CERAMICS/POTTERY) 
                Glassware, crystal, mirrors, bottles and any liquids contained 
                therein (excluding reasonable quantities or toiletries), 
                telescopes, binoculars, barometers; prescription or 
                non-prescription sunglasses, eyeglasses and contact lenses.
            F)  HOUSEHOLD ARTICLES
                Lamps, lamp shades, picture frames and furniture.
            G)  LIQUIDS
            H)  LIQUOR/CARTONS
                Liquor/cartons provided for hand carriage by duty-free shops.

<PAGE>

                                                            3rd REVISED Page 71A

                                SECTION V BAGGAGE

RULE NO.
230

          LIABILITY   -- BAGGAGE

        EXCLUSIONS FROM LIABILITY (CONTINUED)

    I)  MUSICAL INSTRUMENTS AND EQUIPMENT
        Guitars, violins and violas, cello, organs, harps, drums, and other
        musical instruments and amplifiers or speakers used in conjunction with
        electronic instruments that are not protected or in carrying cases that
        are not sufficient to prevent damage during the course of normal baggage
        handling.
    J)  PAPER
        Business/personal documents, negotiable papers, securities, manuscripts,
        publications (including manuals and textbooks), mechanical drawings,
        blueprints, maps, charts, historical documents, and photographs.
        NOTE:  All photographs referred to in this section include negatives,
               prints, portraits and slides.
    K)  PERISHABLE ITEMS
        (1) Floral and nursery stock such as flower, fruit and vegetable plants;
            cut flowers and foliage; floral displays; and bulbs.
        (2) Foodstuffs (fresh and frozen) such as fruits, vegetables, meat, fish
            cheese, poultry, and bakery products.
        (3) Medicines including but not limited to vitamins, dietary
            supplements, over counter home remedies etc.,
        (4) Plants and foliage such as branches and blossoms or flowers, fruits
            and vegetables.
    L)  PHOTOGRAPHIC/CINEMATOGRAPHIC EQUIPMENT
        Cameras, camera lenses, film (processed or unprocessed), photoflash
        equipment, photometers, spectroscope, phototubes, or other devices
        using sensitive tubes or plates.
    M)  PLASTICS (See also TOYS)
    N)  PRECISION ITEMS(See also ELECTRONIC AND MECHANICAL ITEMS) 
        Microscopes, oscilloscopes, binoculars, meters, counters, polygraphs
        electrographs, medical equipment, watches, clocks, and other sensitive 
        calibrated tools and equipment.
    O)  RECREATIONAL AND SPORTING GOODS
        Backpacks, sleeping bags, and knapsacks (and contents thereof) made of
        cloth, plastic, vinyl, or other easily torn material, and those that
        have aluminum frames, outside pickets, straps, buckles and other
        protruding parts.




<PAGE>

                                                            2nd REVISED Page 71B

                                SECTION V BAGGAGE

RULE NO.
230

        LIABILITY   -- BAGGAGE

        EXCLUSIONS FROM LIABILITY(CONTINUED)

    P)     TOYS
           Dolls, stuffed animals, dollhouses, and model trains and airplanes.
    Q)     MISCELLANEOUS ITEMS
           Natural fur products, irreplaceable times, sample goods for resale,
           heirlooms, collectives, artifacts, precious metals/stones,
           silverware, cash. toolboxes and tools.
    R)     DENTURES AND RETAINERS
4.      HA shall not be liable for damage to baggage which does not impair the
        ability of the baggage function, and specifically shall not be liable
        for damage arising from the normal wear and tear of baggage handling,
        including but not restricted to scratches, scuffs, punctures, or
        marks.
5.      HA shall not be liable for loss or damage to articles which are
        strapped, fastened, or otherwise secured to other baggage being checked
        and which are not independently tagged and/or packaged. Such items
        include but are not restricted to, sleeping bags, luggage racks, luggage
        carriers and umbrellas.
6.      HA shall not be liable for the loss, damage to, or delay in delivery of
        any property checked by a passenger traveling on a nonrevenue or reduced
        rate ticket, except for any assistive devices.
7.      HA shall not be liable for the loss, damage or delay in delivery of any
        baggage accepted by another carrier for interline transfer to HA if the
        items are not acceptable for transportation as checked baggage by HA
8.      The owner of a pet shall be responsible for compliance with all
        governmental regulations and restrictions, including furnishing valid
        health and rabies vaccination certificates when required. HA shall not
        be liable for the loss or expense due to the passenger's failure to
        comply with this provision, and HA shall not be responsible if any pet
        is refused passage through any county, state or territory.
C)      DECLARATION OF HIGHER VALUE
        1.  A passenger may, when checking in for a flight and presenting
            property for transportation, pan an additional charge for each
            carrier on which the property is to be transported and declare a
            value higher than the maximum amounts specified in paragraph A)
            above and up to the maximum specified below, in which event, HA's
            liability shall not exceed the higher declared value.
        2.  Any declared value shall not apply to items listed in paragraph B,
            "Exclusions from Liability" above or similar valuables when such
            valuables are included in baggage checked or otherwise delivered
            into the custody of HA.

<PAGE>

                                                            1st REVISED Page 71C

                                SECTION V BAGGAGE

RULE NO.
230

        LIABILITY   -- BAGGAGE

        DECLARATION OF HIGHER VALUE CONTINUED)

3.      HA's excess valuation may be purchased at the rate of USD 1.00 per USD
        100.00 of declared value. The declared value is not to exceed USD
        2,500.00.
4.      "Declaration of Higher Value" does not apply to live animals.

<PAGE>

                                                            1ST REVSIED Page 71D

                            INTENTIONALLY LEFT BLANK