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                                                                   10.(ii)(a)(5)

                                SECOND AMENDMENT

         This Second Amendment (the "Amendment") is made and entered into as of
the 10th day of August, 1998, by and between TWO NORTH RIVERSIDE PLAZA JOINT
VENTURE LIMITED PARTNERSHIP, AN ILLINOIS LIMITED PARTNERSHIP, SOLE BENEFICIARY
OF LASALLE NATIONAL TRUST, N.A., SUCCESSOR TRUSTEE UNDER TRUST AGREEMENT DATED
JUNE 26, 1969 AND KNOWN AS TRUST NO. 39712 ("Landlord") BY ITS AGENT, EQUITY
OFFICE PROPERTIES MANAGEMENT CORP., A DELAWARE CORPORATION and AMERICAN CLASSIC
VOYAGES CO., A DELAWARE CORPORATION ("Tenant").


                                   WITNESSETH

A.       WHEREAS, Landlord and GREAT HAWAIIAN PROPERTIES CORPORATION, a Delaware
         corporation ("Original Tenant") are parties to that certain lease dated
         the 30th day of May, 1995, for space currently containing approximately
         37,367 rentable square feet of space (the "Original Premises") on the
         second (2nd) floor of the building commonly known as Two North
         Riverside Plaza and the address of which is Two North Riverside Plaza,
         Chicago, Illinois 60606 (the "Building"), which lease has been
         previously amended by instrument dated March 12, 1997 (collectively,
         the "Lease"); and

B.       WHEREAS, Effective as of January 1, 1998, Original Tenant assigned its
         rights under the Lease to Tenant pursuant to the Assignment and
         Assumption Agreement, a copy of which is attached hereto as Exhibit B,
         which assignment did not require Landlord's consent pursuant to the
         terms of the Lease; and

C.       WHEREAS, Tenant desires to surrender a portion of the Premises to
         Landlord containing approximately 16,732 rentable square feet on the
         second (2nd) floor of the Building as shown on Exhibit A hereto (the
         "Reduction Space") and that the Lease be appropriately amended, and
         Landlord is willing to accept such surrender on the terms and
         conditions hereinafter set forth;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
         herein contained and other good and valuable consideration, the receipt
         and sufficiency of which are hereby acknowledged, Landlord and Tenant
         agree as follows:

         I.       REDUCTION. Effective as of May 31, 1998 (the "Reduction
                  Effective Date"), the Premises is decreased from 37,367
                  rentable square feet on the second (2nd) floor to 20,635
                  rentable square feet on the second (2nd) floor by the
                  elimination of the Reduction Space. As of the Reduction
                  Effective Date, the Reduction Space shall be deemed
                  surrendered by Tenant to Landlord, the Lease shall be deemed
                  terminated with respect to the Reduction Space, and the
                  "Premises", as defined in the Lease, shall be deemed to mean
                  the Original Premises, less the Reduction Space. Tenant shall
                  fully comply with all obligations under the Lease respecting
                  the Reduction Space through the Reduction Effective Date,
                  including those provisions relating to the condition of the
                  Reduction Space and removal of Tenant's Property therefrom
                  upon termination or expiration of the Lease.

         II.      MONTHLY BASE RENTAL. As of the Reduction Effective Date, the
                  schedule of monthly installments of Base Rental contained in
                  the Lease is deleted, and the following is substituted
                  therefor:

                  Tenant shall pay Landlord the sum of Seven Hundred Six
                  Thousand Seven Hundred Forty Eight and 75/100 Dollars
                  ($706,748.75) as Base Rental for the balance of the Lease Term
                  in seventy nine (79) monthly installments as follows:

                  A.       One (1) installment of Seven Thousand Seven Hundred
                           Thirty Eight and 13/100 Dollars ($7,738.13) ($4.50
                           per rentable square foot) payable on or before June
                           1, 1998 for the period beginning June 1, 1998, and
                           ending June 30, 1998.

                  B.       Twelve (12) equal installments of Eight Thousand
                           Forty Seven and 65/100 Dollars ($8,047.65) ($4.68 per
                           rentable square foot) each payable on or before the
                           first day of each month during the period beginning
                           July 1, 1998, and ending June 30, 1999.

                  C.       Twelve (12) equal installments of Eight Thousand
                           Three Hundred Seventy Four and 37/100 Dollars
                           ($8,374.37) ($4.87 per rentable square foot) each
                           payable on or before the first day of each month
                           during the period beginning July 1, 1999, and ending
                           June 30, 2000.

                  D.       Twelve (12) equal installments of Eight Thousand
                           Seven Hundred One and 09/100 Dollars ($8,701.09)
                           ($5.06 per rentable square foot) each payable on or
                           before the first day of each month during the period
                           beginning July 1, 2000, and ending June 30, 2001.

                  E.       Twelve (12) equal installments of Nine Thousand Forty
                           Five and 01/100 Dollars ($9,045.01) ($5.26 per
                           rentable square foot) each payable on or
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                           before the first day of each month during the period
                           beginning July 1, 2001, and ending June 30, 2002.

                  F.       Twelve (12) equal installments of Nine Thousand Four
                           Hundred Six and 12/100 Dollars ($9,406.12) ($5.47 per
                           rentable square foot) each payable on or before the
                           first day of each month during the period beginning
                           July 1, 2002, and ending June 30, 2003.

                  G.       Eighteen (18) equal installments of Nine Thousand
                           Seven Hundred Eighty Four and 43/100 Dollars
                           ($9,784.43) ($5.69 per rentable square foot) each
                           payable on or before the first day of each month
                           during the period beginning July 1, 2003, and ending
                           December 31, 2004.

                  All such Base Rental shall be payable by Tenant in accordance
                  with the terms of Article V of the Lease.

         III.     ADDITIONAL CONSIDERATION. As additional consideration for this
                  Amendment, Landlord agrees to give Tenant an abatement in the
                  amount of Six Hundred Thousand and 00/100 Dollars
                  ($600,000.00), which abatement shall be applied against Rent,
                  Base Rental and Tax Adjustments coming due under the Lease as
                  amended by this Agreement as follows: (a) against the full
                  amount of any Rent due Landlord as of the date hereof; then,
                  on a monthly basis, (b) against the full amount of monthly
                  Base Rental coming due under the Lease as amended by this
                  Agreement and (c) $4,692.98 first against Tenant's monthly
                  payment of the estimate of Tenant's Tax Adjustment and, with
                  respect to said $4,692.98 thereafter against any additional
                  rent due under the Lease. The abatement shall be applied
                  against the foregoing payments until it is exhausted. At no
                  time shall a cash payment be owed to Tenant with respect to
                  this abatement.

         IV.      TENANT'S PRO RATA SHARE. Notwithstanding the reduction of the
                  Premises, for the period commencing with the Reduction
                  Effective Date and ending on the Termination Date, Tenant's
                  Pro Rata Share for the purposes of calculating Tenant's Tax
                  Adjustment shall remain seven and two thousand eight hundred
                  forty nine ten thousandths percent (7.2849%). Such Tax
                  Adjustment shall be paid at the time, in the manner and
                  otherwise in accordance with the terms of the Lease, unless
                  otherwise specified herein.

         V.       REPRESENTATIONS. Each party represents to the other that it
                  has full power and authority to execute this Amendment. Tenant
                  represents that it has not made any assignment, sublease,
                  transfer, conveyance of the Lease or any interest therein or
                  in the Reduction Space other than subleases to EOP Operating
                  and Chicago Cares, which have been previously consented to by
                  Landlord and further represents that there is not and will not
                  hereafter be any claim, demand, obligation, liability, action
                  or cause of action by any other party respecting, relating to
                  or arising out of the Reduction Space. In addition, each party
                  represents to the other that it has no knowledge of any fact
                  or circumstance which would give rise to any claim, demand,
                  obligation, liability, action or cause of action arising out
                  of or in connection with the Lease.

         VI.      OTHER PERTINENT PROVISIONS. Landlord and Tenant agree that,
                  effective as of the date hereof (unless different effective
                  date(s) is/are specifically referenced in this Section), the
                  Lease shall be amended in the following additional respects:

                  A.       Any Right of First Refusal in the Lease is hereby
                           deemed null and void.

                  B.       Nothing herein shall be deemed to waive any rights
                           Landlord has to require Tenant to remove Required
                           Removables at the end of the Lease Term including,
                           without limitation, the "wave wall".

                  C.       Tenant hereby grants a license to Landlord and any
                           occupant of the Reduction Space to access the
                           corridor leased by Tenant.

                  D.       Any amount owed to Tenant pursuant to the provisions
                           of Article XX of the Lease (as the unamortized value
                           of the Initial Alterations) shall be reduced by an
                           amount equal to that part of the additional
                           consideration set forth in Article III of this
                           Amendment which has been credited against Rent
                           payments due (as set forth in said Article III)
                           through the date payment under Article XX is due.


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                  E.       Tenant shall be entitled to a Base Rental abatement
                           (the "Chicago Cares Abatement") equal to Eleven
                           Thousand One Hundred Fifty Six and 25/100 Dollars
                           ($11,156.25) (4,250 X $4.50 X 7/12). The Chicago
                           Cares Abatement shall be applied against the next
                           Base Rental due under the Lease.

         VII.     MISCELLANEOUS.

                  A.       This Amendment sets forth the entire agreement
                           between the parties with respect to the matters set
                           forth herein. There have been no additional oral or
                           written representations or agreements. Under no
                           circumstances shall Tenant be entitled to any Rent
                           abatement, improvement allowance, leasehold
                           improvements, or other work to the Premises, or any
                           similar economic incentives that may have been
                           provided Tenant in connection with entering into the
                           Lease, unless specifically set forth in this
                           Amendment. This Amendment shall not be relied upon by
                           any other party, individual, corporation, partnership
                           or entity as a basis for reducing its lease
                           obligations with Landlord. Tenant agrees that it
                           shall not disclose any matters set forth in this
                           Amendment or disseminate or distribute any
                           information concerning the terms, details or
                           conditions hereof to any person, firm or entity
                           without obtaining the express written consent of
                           Landlord.

                  B.       Except as herein modified or amended, the provisions,
                           conditions and terms of the Lease shall remain
                           unchanged and in full force and effect.

                  C.       In the case of any inconsistency between the
                           provisions of the Lease and this Amendment, the
                           provisions of this Amendment shall govern and
                           control.

                  D.       Submission of this Amendment by Landlord is not an
                           offer to enter into this Amendment but rather is a
                           solicitation for such an offer by Tenant. Landlord
                           shall not be bound by this Amendment until Landlord
                           has executed and delivered the same to Tenant.

                  E.       The capitalized terms used in this Amendment shall
                           have the same definitions as set forth in the Lease
                           to the extent that such capitalized terms are defined
                           therein and not redefined in this Amendment.

                  F.       Tenant agrees to indemnify and hold Landlord, its
                           members, principals, beneficiaries, partners,
                           officers, directors, employees, mortgagee(s) and
                           agents, and the respective principals and members of
                           any such agents (collectively, the "Landlord Related
                           Parties") harmless from all claims of any brokers
                           claiming to have represented Tenant in connection
                           with this Amendment. Landlord hereby represents to
                           Tenant that Landlord has dealt with no broker in
                           connection with this Amendment. Landlord agrees to
                           indemnify and hold Tenant, its members, principals,
                           beneficiaries, partners, officers, directors,
                           employees, and agents, and the respective principals
                           and members of any such agents (collectively, the
                           "Tenant Related Parties") harmless from all claims of
                           any brokers claiming to have represented Landlord in
                           connection with this Amendment.

                  G.       This Amendment shall be of no force and effect unless
                           and until accepted by any guarantors of the Lease,
                           who by signing below shall agree that their guarantee
                           shall apply to the Lease as amended herein, unless
                           such requirement is waived by Landlord in writing.


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         IN WITNESS WHEREOF, Landlord and Tenant have duly executed this
Amendment as of the day and year first above written.

WITNESSES; ATTESTATION       LANDLORD:  TWO NORTH RIVERSIDE PLAZA JOINT VENTURE
                                        LIMITED PARTNERSHIP, AN ILLINOIS LIMITED
     /s/ Diane Pantaleo                 PARTNERSHIP, SOLE BENEFICIARY OF LASALLE
                                        NATIONAL TRUST, N.A.,N.A., SUCCESSOR
Name (print): Diane Pantaleo            TRUSTEE UNDER TRUST AGREEMENT DATED JUNE
              -------------------       26, 1969 AND KNOW AS TRUST NO. 39712

---------------------------------    By:Equity Office Properties Management
                                        Corp., a Delaware corporation, as agent
Name (print):
            ---------------------           By:      /s/ Christopher D. Wood
                                              ---------------------------------
                                            Name:    Christopher D. Wood
                                                 ------------------------------
                                            Title:   Vice President - Leasing
                                                 ------------------------------
                             TENANT:  AMERICAN CLASSIC VOYAGES CO.,
                                      A DELAWARE CORPORATION

/s/ Nancy A. Warchol                  By:      /s/ Jordan B. Allen
-------------------------                -------------------------------------
                                      Name:    Jordan B. Allen
/s/ Shahem Zenni                          ------------------------------------
-------------------------             Title:   Executive Vice President
                                           -----------------------------------
                             GUARANTORS:  GREAT HAWAIIAN CRUISE LINE, INC.

Nancy Warchol                          /s/ Jordan B. Allen
-------------------------            -----------------------------------------
Shahem Zenni                           Executive Vice President
-------------------------            -----------------------------------------


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                                    EXHIBIT A

                                   Floor Plan
                             Showing Reduction Space



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                                    EXHIBIT B

                       Assignment and Assumption of Lease


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