<PAGE>
                                                                   EXHIBIT 10.44

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

           AGREEMENT, made as of May 11, 1994 as amended and restated as of
 December 1, 1995 by and between Aloha Airgroup, Inc., a Hawaii corporation
 (herein referred to as the "Employer"), and Glenn R. Zander (herein referred to
 as the "Executive").

                              W I T N E S S E T H:

           WHEREAS, the Executive is willing to serve as the President and Chief
 Executive Officer of the Employer and the Employer desires to retain the
 Executive in such capacity on the terms and conditions herein set forth; and

           WHEREAS, the Employer considers it essential to the best interests of
 the stockholders to foster continuous employment of key management personnel,
 recognizes that the possibility of a change in control exists, and that such
 possibility, and the uncertainty and questions which it may raise among
 management personnel, may result in the departure or distraction of management
 personnel at critical times for the Employer;

           NOW, THEREFORE, in consideration of the covenants and agreements
 herein contained, the parties hereto agree as follows:

           1.    EMPLOYMENT AND DUTIES

           The Employer hereby employs the Executive as its President and Chief
 Executive Officer reporting directly to the Employer's Board of Directors, and
 the Executive hereby accepts such employment. The Executive shall also serve as
 the President and Chief Executive of Employer's principal subsidiary, Aloha
 Airlines, Inc. and shall be a member of the Board of Directors of the Employer.
 The Executive shall have such duties as are set forth in the Articles of
 Incorporation and the By-Laws of the Employer and such additional duties
 commensurate with the Executive's position as may be designated by the Board of
 Directors from time to time. The Executive shall devote substantially all his
 business time, attention, skill and efforts to the faithful performance of his
 duties hereunder and shall not accept employment elsewhere during the effective
 period of this Agreement (as defined in Section 2 of this Agreement). The
 Executive shall at all times conduct himself in such a manner as not to
 prejudice the reputation of the Employer in the fields of business in which it
 is engaged or with the public at large.

           2.    TERM

           The term of this Agreement shall commence on the date of this
 Agreement (the "Effective Date") and shall continue in effect through and
 including December 31, 1996; PROVIDED, HOWEVER, that commencing on December 31,
 1996 and each subsequent anniversary of such date, the original term of this
 Agreement shall automatically be extended for one


<PAGE>


 additional year unless, not later than the sixtieth day prior to December 31,
 1996 or such subsequent anniversary date, as applicable, the Employer or the
 Executive shall have given notice to the other that it or he does not wish to
 extend this Agreement. As used hereafter in this Agreement, "Term" shall mean
 the original and extended term of this Agreement, but shall not include the
 Severance Period (as defined below).

           3.    COMPENSATION

           During the Term, the Executive shall be entitled to the following
 compensation for his services to the Employer and any affiliate of the
 Employer:

           (a) BASE SALARY. The Executive's base salary (the "Base Salary") for
 the calendar year ending December 31, 1994 will be at the rate of $300,000.00
 per annum payable in accordance with the Employer's normal payroll practices.
 The Base Salary for the calendar year ending December 31, 1995 will not be at
 an annual rate lower than the annual rate of Base Salary for 1994. The Base
 Salary shall be reviewed at least annually by the Board of Directors. The Base
 Salary level and any increases thereof shall not be decreased during the Term.

           (b) ANNUAL BONUS. In addition to the Base Salary, for each full
 calendar year during the Term, the Executive shall be eligible to receive an
 annual bonus (the "Annual Bonus"), if any, payable under the Aloha Airlines,
 Inc. Executive Management Incentive Plan, or any successor or substitute plan
 as may be designated by the Board of Directors. Employer shall not be obligated
 to pay Executive a bonus in respect of the period ending December 31, 1994.

           (c) BENEFIT PLANS. In addition to the Base Salary and Annual Bonus
 payable pursuant to this Agreement, the Executive shall be entitled to
 participate in all incentive, savings and retirement plans and welfare benefit
 plans of the Employer in effect for key executives from time to time. Attached
 to this Agreement as Exhibit A is a description of the plans and benefit
 programs currently in effect. Such plans and programs will not be changed
 during the Term without the active participation of the Executive in making
 such change.

           (d) HOUSING ALLOWANCE. During the Term the Employer shall pay to the
 Executive a housing allowance at an annual rate of $75,000 per year, payable
 monthly.

           (e) STOCK OPTIONS. The Employer's Board of Directors has approved the
 grant of the stock options described in Exhibit B attached to this Agreement.

           (f) EXPENSES. The Executive shall be entitled to receive prompt
 reimbursement for all reasonable expenses incurred by him in the performance of
 his duties for the Employer which shall be paid to him in accordance with the
 policies and procedures of the Employer applicable to key executives.

           4.    TERMINATION OF EMPLOYMENT


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           (a) TERMINATION FOR CAUSE; RESIGNATION WITHOUT GOOD REASON. The
 Employer may terminate the Executive's employment hereunder for Cause (as
 defined in Section 6 of this Agreement). If the Executive's employment is
 terminated by the Employer for Cause, or by the Executive for reasons other
 than Good Reason (as defined in Section 6 of this Agreement), prior to the
 expiration of the Term, (i) the Employer shall be under no obligation to make
 any additional payments of Base Salary, Annual Bonus or any other benefits
 specified in Section 3 of this Agreement for any periods after the Date of
 Termination (as defined in Section 6 of this Agreement) except for payment of
 any Base Salary or Annual Bonus earned prior to the Date of Termination but not
 yet paid to the Executive or any payment from any employee benefit plan or the
 continuation of coverage under any insurance program which may be required by
 law, (ii) if the Executive's employment is terminated by the Executive other
 than for Good Reason, the Employer may exercise the Employer's Call Option (as
 defined in Section 6 hereof) and (iii) the Executive shall not be entitled to
 the payment of any pro rata amount of any Annual Bonus for the calendar year
 during which the Date of Termination occurs, PROVIDED, that if the Executive's
 employment is terminated by the Executive notifying the Employer, pursuant to
 Section 2 hereof, that the Term of this Agreement shall not be extended beyond
 December 31, 1996 and the Executive does not accept Other Employment (as
 defined in Section 6 hereof) within 90 days of the Date of Termination, the
 Executive shall be entitled, subject to the Employer's Call Option, to exercise
 the Executive Residence Put Option (as defined in Section 6 hereof).

           (b) RESIGNATION FOR GOOD REASON; TERMINATION WITHOUT CAUSE. The
 Executive may terminate his employment hereunder for Good Reason. If the
 Executive's employment is terminated by the Executive for Good Reason or by the
 Employer without Cause or if the Employer, pursuant to Section 2 hereof,
 notifies the Executive that the Term of this Agreement shall not be, extended,
 the Executive shall be entitled (if the Executive is not entitled to a
 Separation Payment pursuant to Subsection 4(f)) to a severance payment (the
 "Severance Payment") equal to the Base Salary for a period equal to the greater
 of (a) the remainder of the Term or (b) one year following the Date of
 Termination (the "Severance Period"). The Severance Payment shall be payable in
 a lump sum. The Executive shall also be entitled to (i) continue to receive
 coverage at the Employer's cost under the Employer's medical and life insurance
 programs until Executive becomes covered by the insurance programs of another
 employer or through the end of the Severance Period, whichever is shorter, (ii)
 require the Employer to purchase the Executive's initial principal residence in
 Hawaii (the "Executive Residence") pursuant to the Executive Residence Put
 Option, and (iii) exercise all stock options granted to the Executive prior to
 the Date of Termination regardless of whether or not such options have vested.

           (c) DEATH BEFORE END OF TERM. If the Executive dies prior to the
 expiration of the Term, the Employer shall be under no obligation to make any
 payments to the Executive's estate after the date of death except for any
 compensation earned prior to the date of death but not yet paid and for the pro
 rata portion of any Annual Bonus through the date of death that would have been
 paid to the Executive had he survived and been employed by the Employer until
 the last day of the year of his death. Such bonus payment shall be made at the
 time such


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 bonus payments would normally have been made for such year. The Employer shall
 also continue to provide any benefits to the Executive's survivors as required
 by law and the Executive's executors or administrators shall be entitled to
 exercise the Executive Residence Put Option. The agreements governing the grant
 of any stock options to the Executive (including, without limitation, the
 options set forth in Exhibit B hereto) shall provide for the ability to
 exercise such options upon the death of the Executive regardless of whether or
 not such options have vested.

           (d) DISABILITY. The Employer may terminate the Executive's employment
 because of Permanent Disability (as defined in Section 6 of this Agreement)
 prior to the expiration of the Term. If the Executive's employment is
 terminated because of Permanent Disability, the Executive shall be entitled to
 (i) continue to receive payment of Base Salary for twelve months offset by any
 payment to the Executive on account of disability from any employer or
 government sponsored disability insurance plan through the end of the Term,
 (ii) receive a pro rata portion (based upon the period ending on the date the
 Executive initially became unable to perform his duties under this Agreement)
 of any Annual Bonus that would have been paid to the Executive had he continued
 to perform his duties under this Agreement until the last day of the year he
 became disabled and (iii) exercise the Executive Residence Put Option. The
 Employer shall also continue to provide any benefits to the Executive required
 by law or the terms of any plan. The agreements governing the grant of any
 stock options to the Executive (including, without limitation, the options set
 forth in Exhibit B hereto) shall provide for the ability to exercise such
 options upon the Permanent Disability of the Executive regardless of whether or
 not such options have vested.

           (e) RETIREMENT. The Executive's employment may be terminated by the
 Executive or by the Employer on account of Retirement (as defined in Section
 6 of this Agreement). The Executive shall not be entitled to any further
 payments of compensation or other benefits provided under Section 3 of this
 Agreement after the Date of Termination by reason of Retirement, except for
 any retirement benefit payments due to the Executive from any
 Employer-sponsored plan. If this Agreement is terminated on account of
 Retirement, no Severance Payment shall be paid by Employer. The Executive shall
 be entitled to the benefits of any life insurance or medical insurance which
 the Employer is generally making available to key executives on Date of
 Termination which occurs by reason of Retirement and any other benefit or
 program available by its terms after retirement.

           (f) TERMINATION FOLLOWING CHANGE IN CONTROL. If a Change in Control
 shall have occurred, the Executive shall be entitled to the benefits provided
 in this subparagraph upon either (i) the subsequent termination of Executive's
 employment or (ii) the notification of the Executive by the Employer pursuant
 to Section 2 hereof that the Term of this Agreement shall not be extended, in
 each case during the Term and within one year after the Change in Control shall
 have occurred unless such termination or notification is because of Executive's
 death or Retirement, by the Employer for Cause or Disability, or by the
 Executive for other than Good Reason:


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                    (i) BASE SALARY BENEFITS. The Employer shall (A) pay the
           Executive's full Base Salary through the Date of Termination at the
           rate in effect at the time the Notice of Termination is given (B) pay
           the amounts due and payable to the Executive as a result of a Change
           in Control pursuant to the Employer's stock option plans (including
           the 1992 Stock Option Plan of the Employer) (unless previously paid
           pursuant to such plans), (C) pay the reasonable cost of packing and
           shipping the Executive's household effects back to a mainland
           location to be designated by the Executive, and (D) provide the
           Executive with the benefits described in clause (ii) of the last
           sentence of Section 4(b) hereof;

                    (ii) SEPARATION PAYMENT. In lieu of any further salary
           payments to the Executive for periods subsequent to the Date of
           Termination and in lieu of any Severance Payment pursuant to
           Subsection 4(b), the Employer shall pay as separation pay to the
           Executive, not later than the fifth (5th) day following the Date of
           Termination, a lump sum separation payment (the "Separation Payment")
           equal to 2.99 times the average of the annual compensation which was
           payable to the Executive by the Employer (or any corporation
           ("Affiliate") affiliated with the Employer within the meaning of
           section 1504 of the internal Revenue Code of 1986, as amended (the
           "Code"), determined without regard to section 1504 (b) of the Code)
           and includible in the Executive's gross income for Federal income tax
           purposes for the five (5) taxable years (the "Base Period") preceding
           the Executive's taxable year in which a Change in Control of the
           company occurred. The amount of the Executive's average annual
           compensation shall be determined in accordance with temporary or
           final regulations promulgated under section 280G of the Code.

                    (iii) LEGAL FEES AND EXPENSES. The Employer shall also pay
           to the Executive all legal fees and expenses incurred by the
           Executive as a result of such termination (including all such fees
           and expenses, if any, incurred in contesting or disputing any such
           termination or in seeking to obtain or enforce any right or benefit
           provided by this Agreement).

                    (iv) INSURANCE BENEFITS FOR 24 MONTHS. For a twenty-four
           (24) month period after such termination, the Employer shall arrange
           to provide the Executive with life, accident and health insurance
           benefits substantially similar to those which the Executive is
           receiving immediately prior to the Notice of Termination. Benefits
           otherwise receivable by the Executive pursuant to this Subsection
           4(f)(iv) shall be reduced to the extent comparable benefits are
           actually received by the Executive during the twenty-four (24) month
           period following the Executive's termination, and any such benefits
           actually received by the Executive shall be reported to the Employer.

                    (v) SUPPLEMENTAL PENSION. In addition to the pension
           benefits to which the Executive is entitled under the Pension Plan or
           any successor plans thereto, the Employer shall pay the Executive in
           one sum in cash on the fifth (5th) day following the Date of
           Termination, a lump sum equal to the actuarial equivalent of the
           excess of (1)


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           the retirement pension (determined as a straight life annuity
           commencing at age 65) which the Executive would have accrued under
           the terms of the Pension Plan and any other pension benefit program
           (without regard to any amendment to such Pension Plan or other
           pension benefit program made subsequent to the Change in Control and
           on or prior to the Date of Termination, which amendment adversely
           affects in any manner the computation of pension benefits
           thereunder), determined as if the Executive were fully vested
           thereunder and had accumulated (after the Date of Termination)
           twenty-four (24) additional months of service credit thereunder at
           the Executive's highest annual rate of compensation during the twelve
           (12) months immediately preceding the Date of Termination (but in no
           event shall the Executive be deemed to have accumulated additional
           months of service credit after the Executive's sixty-fifth (65th)
           birthday), over (2) the retirement pension (determined as a straight
           life annuity commencing at age sixty-five (65)) which the Executive
           had then accrued pursuant to the provisions of the Pension Plan and
           any other pension benefit program. For purposes of clause (1), the
           term it "compensation" shall include amounts payable pursuant to
           Subsection 4(f)(ii) hereof and amounts payable pursuant to Subsection
           4(f)(ii) shall be deemed to represent twenty-four (24) months of
           compensation (or such lesser number of months of compensation to the
           Executive's sixty-fifth (65th) birthday) for purposes of determining
           benefits under the Pension Plan. For purposes of this Subsection,
           "actuarial equivalent" shall be determined using the same methods and
           assumptions utilized under the Pension Plan immediately prior to the
           Change in Control.

                    (vi) REDUCTION OF PAYMENTS IN CERTAIN CASES. Notwithstanding
           anything herein to the contrary, if any amounts due to the Executive
           under this Agreement and any other plan or program of the company
           constitute a "parachute payment," as such term is defined in Section
           280G(b)(2) of the Code, and the amount of the parachute payment,
           reduced by all federal, state and local taxes applicable thereto,
           including the excise tax imposed pursuant to Section 4999 of the
           Code, is less than the amount the Executive would receive if the
           Executive were paid three times the Executive's "base amount" as
           defined in Section 280G(b)(3) of the Code, less $1.00, reduced by all
           federal, state and local taxes applicable thereto, then the aggregate
           of the amounts constituting the parachute payment shall be reduced to
           an amount that will equal three times the Executive's base amount
           less $1.00. The determinations to be made with respect to this
           Subsection 4(f) shall be made by an accounting firm (the "Auditor")
           jointly selected by the Employer and the Executive and paid by the
           company. The Auditor shall be a nationally recognized United States
           public accounting firm that has not during the two years preceding
           the date of its selection acted, in any way, on behalf of the
           Employer or any of its subsidiaries. If the Executive and the company
           cannot agree on the firm to serve as the Auditor, then the Executive
           and the Employer shall each select one accounting firm and these two
           firms shall jointly select the accounting firm to serve as the
           Auditor. If a determination is made by the Auditor that a reduction
           in the aggregate of all payments due to the Executive upon a Change
           in Control is required by this Subsection 4(f), the Executive shall
           have the right to specify the portion of such reduction, if any, that
           will be made under this Agreement and each plan or program of


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           the company. If the Executive does not so specify within 60 days
           following the date of a determination by the Auditor pursuant to the
           preceding sentence, the Employer shall determine, in its sole
           discretion, the portion of such reduction, if any, to be made under
           this Agreement and each plan or program of the Employer.

           (g) NOTICE OF TERMINATION REQUIRED. No termination of employment by
 the Executive or by the Employer pursuant to this Section 4 shall be effective
 unless the terminating party shall have delivered a Notice of Termination (as
 defined in Section 6 of this Agreement) to the other party.

           5.    NON COMPETITION AND TRADE SECRETS

           (a) NO COMPETING EMPLOYMENT. During the Term and for a period of 12
 months after the Date of Termination (other than a Date of Termination
 resulting from a Change in Control) (the "Restricted Period"), the Executive
 shall not, unless he receives the prior written consent of the Employer,
 directly or indirectly, own an interest in, manage, operate, join, control,
 lend money or render financial or other assistance to or participate in or be
 connected with, as an officer, employee, partner, stockholder, consultant or
 otherwise, any individual partnership, firm, corporation or other business
 organization or entity that, at such time, is engaged in the business of
 passenger or freight airline services or aircraft ground maintenance operations
 headquartered in Hawaii or which has five (5) percent or more of the
 interisland market for passenger or freight air services for Hawaii measured by
 passenger revenue miles or freight pound miles.

           (b) NO INTERFERENCE. During the Restricted Period, the Executive
 shall not, whether for his own account or for the account of any other
 individual, partnership, firm, corporation or other business organization
 (other than the Employer or an Affiliate), intentionally solicit, endeavor to
 entice away from the Employer or an Affiliate, or otherwise interfere with the
 relationship of the Employer or an Affiliate with, any person who is employed
 by the Employer or an Affiliate or any person or entity who is, or was within
 the then most recent twelve-month period, a customer or client of the
 Employer's or an Affiliate's products, it being understood that the
 restrictions in this Section 5(b) shall not apply to the solicitation of
 airline passengers.

           (c) CONFIDENTIALITY. The Executive recognizes that the services to be
 performed by him hereunder are special, unique and extraordinary in that, by
 reason of his employment with the Employer, he may acquire confidential
 information and trade secrets concerning the operation of the Employer or an
 Affiliate, the use or disclosure of which could cause the Employer or an
 Affiliate substantial loss and damages which could not be readily calculated
 and for which no remedy at law would be adequate. Accordingly, the Executive
 covenants and agrees with the Employer that he will not at any time, (whether
 during or after the Term) except in the performance of his obligations to the
 Employer hereunder or with the prior written consent of the Board of Directors,
 directly or indirectly, disclose any secret or confidential information that he
 may learn or has learned by reason of his association with the


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 Employer, or any predecessors to its business, or use any such information to
 the detriment of the Employer. The term "confidential information" includes,
 without limitation, information not previously disclosed to the public or to
 the trade by the Employer's management or otherwise generally known to the
 public or to the trade with respect to the Employer's products, manufacturing
 processes, facilities and methods, research and development, trade secrets and
 other intellectual property, systems, patents and patent applications,
 procedures, manuals, confidential reports, product price lists, customer lists,
 financial information (including the revenues, costs or profits associated with
 any of the Employer's products), business plans, prospects or opportunities.

           (d) EXCLUSIVE PROPERTY. The Executive confirms that all confidential
 information is the exclusive property of the Employer. All business records,
 papers and documents kept or made by the Executive relating to the business of
 the Employer or an Affiliate shall be and remain the property of the Employer
 or the Affiliate, respectively, during the Term and at all times thereafter.
 Upon the termination of his employment with the Employer or upon the request of
 the Employer at any time, the Executive shall promptly deliver to the Employer,
 and shall retain no copies of, any written materials, records and documents
 made by the Executive or coming into his possession concerning the business or
 affairs of the Employer or an Affiliate other than personal notes or
 correspondence of the Executive not containing proprietary information relating
 to such business or affairs.

           (e) STOCK OWNERSHIP. Nothing in this Agreement shall prohibit the
 Executive from acquiring or holding any issue of stock or securities of any
 company that has any securities listed on a national securities exchange or
 quoted on the automated quotation system of the National Association of
 Securities Dealers, Inc., provided that at any time during the Restricted
 Period the Executive and members of his immediate family do not own more than
 five (5) percent of any voting securities of any such company engaging in the
 type of business described in Section 5(a) above.

           (f) INJUNCTIVE RELIEF. The Executive acknowledges that a breach of
 any of the covenants contained in this Section 5 may result in material
 irreparable injury to the Employer for which there is no adequate remedy at
 law, that it will not be possible to measure damages for such injuries
 precisely and that, in the event of such a breach, any payments remaining under
 the terms of this Agreement shall cease and the Employer shall be entitled to
 obtain a temporary restraining order and/or a preliminary or permanent
 injunction restraining the Executive from engaging in activities prohibited by
 this Section 5 or such other relief as may be required to specifically enforce
 any of the covenants in this Section 5. The Executive agrees to and hereby does
 submit to IN PERSONAM jurisdiction before each and every federal court or other
 court located in the State of Hawaii for the purpose of interpreting or
 enforcing this Section 5.

           6.    DEFINITIONS

           As used in this Agreement, the following terms shall have the
 following meanings:


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           (a) AFFILIATE. The term "Affiliate" includes any company controlling,
 controlled by or under common control with the Employer.

           (b) CAUSE. Each of the following shall constitute Cause:

                    (i) the willful and continued failure by the Executive to
           perform his duties (other than any such failure resulting from the
           termination of the Executive's employment for death, Retirement,
           Permanent Disability or Good Reason), after written notice of such
           failure has been given to the Executive and the Executive has had a
           reasonable period of time to correct such failure;

                    (ii) the willful commission by the Executive of acts that
           are dishonest and demonstrably or materially injurious to the
           Employer, monetarily or otherwise;

                    (iii) the conviction of the Executive for a felony;

            or

                    (iv) a material breach of any of the covenants set forth in
           this Agreement, after written notice of such material breach has been
           given to the Executive and the Executive has had a reasonable period
           of time to correct such material breach.

           (c) CHANGE IN CONTROL. A "Change in Control" shall mean a change in
 control of the Employer of a nature that would be required to be reported in
 response to Item 6(e) of Schedule 14A promulgated under the Securities Exchange
 Act of 1934, as amended (the "Exchange Act"), whether or not the Employer is
 subject to such reporting requirement; PROVIDED THAT, without limitation, a
 Change in Control shall be deemed to have occurred if:

                    (i) any individual, partnership, firm, or corporation,
           association, trust, unincorporated organization or other entity, or
           any syndicate or group deemed to be a person under Section 14(d)(2)
           of the Exchange Act, becomes the "beneficial owner" (as defined in
           Rule L73D-3 of the General Rules and Regulations under the Exchange
           Act), directly or indirectly, of securities of the Employer
           representing more than 50% of the combined voting power of the
           Employer's then outstanding securities entitled to vote in the
           election of directors of the Employer;

                    (ii) after completion of an initial public offering of the
           Employer's voting securities by virtue of which the Employer is
           required to file periodic reports pursuant to Sections 13(a) or 15(d)
           of the Exchange Act any individual, partnership, firm, or
           corporation, association, trust, unincorporated organization or other
           entity, or any syndicate or group deemed to be a person under Section
           14(d)(2) of the Exchange Act becomes the "beneficial owner" (as
           defined in Rule 13d-3 of the General Rules and Regulations under the
           Exchange Act), directly or indirectly, of securities of the Employer
           representing 30% or more of the combined voting power of the
           Employer's then


                                       9
<PAGE>

           outstanding securities entitled to vote in the election of directors
           of the Employer and such beneficial owner is the owner of the block
           of securities of the Employer entitled to cast the largest number of
           votes in the election of directors of the Employer;

                    (iii) during any period of two (2) consecutive years (not
           including any period prior to December 31, 1995), individuals who at
           the beginning of such period constituted the Board and any new
           directors, whose election by the Board or nomination for election by
           the Employer's stockholders was approved by a vote of at least three
           quarters (3/4) of the directors then still in office who either were
           directors at the beginning of the period or whose election or
           nomination for election was previously so approved, cease for any
           reason to constitute a majority thereof, or

                    (iv) the approval by the Shareholders of the Employer of a
           transaction in which all or substantially all of the assets of the
           Employer are to be liquidated or distributed or the Employer is to
           merge with another entity and not be the surviving corporation.

 Nothing in the foregoing shall mean or be deemed to mean that a Change in
 Control shall have occurred by reason of the Employer effecting an initial
 public offering of its voting securities whether or not immediately following
 such initial public offering the Ching Family Group, the Ing Family Group or a
 combination of such Family Groups is the beneficial owner of securities of the
 Employer representing 50% or more of the combined voting power of the
 Employer's then outstanding securities entitled to vote in the election of
 directors of the Employer. If the Employer executes an agreement, the
 consummation of which would result in the occurrence of a Change in Control as
 described above, then, with respect to a termination of employment, unless such
 termination is because of the Executive's death or Retirement, by the Employer
 for Cause or Disability, or by the Executive other than for Good Reason,
 occurring after the execution of such agreement (and, if such agreement expires
 or is terminated prior to consummation, prior to such expiration or termination
 of such agreement), a Change in Control shall be deemed to have occurred as of
 the date of the execution of such agreement.

           (d) DATE OF TERMINATION. "Date of Termination" shall mean (A) if the
 Executive's employment is terminated for Disability, thirty (30) days after a
 Notice of Termination is given (provided that the Executive shall not have
 returned to the full-time performance of the Executive's duties during such
 thirty (30) day period), and (B) for any other reason (including nonrenewal of
 the Agreement), the date specified in the Notice of Termination (which, in the
 case of a termination without Cause shall not be less than sixty (60) days, and
 in the case of a termination by the Executive shall not be less than sixty (60)
 nor more than ninety (90) days, respectively, from the date such Notice of
 Termination is given).

           (e) EMPLOYER'S CALL OPTION. "Employer's Call Option" shall mean an
 option allowing the Employer to purchase the Executive Residence at a purchase
 price in cash equal to 95% (100% if a Change in Control shall have occurred)
 of the Executive's Cost (as defined below).


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<PAGE>

           (f) EXECUTIVE RESIDENCE PUT OPTION. "Executive Residence Put Option"
 shall mean an option allowing the Executive to require the Employer to purchase
 the Executive Residence at a purchase price in cash equal to 95% (100% if a
 Change in Control shall have occurred) of the Executive's Cost (as defined
 below) of the Executive's Cost.

           (g) EXECUTIVE'S COST. "Executive's Cost" shall mean an amount equal
 to the sum of (A) the amount paid by the Executive for the Executive Residence
 in cash or other property, including the amount of any acquisition indebtedness
 and the amount of any real estate taxes treated as part of cost under Treasury
 Regulation Section 1.1012-1(b), (B) to the extent not reimbursed by the
 Employer under Section 3(f) hereof, the amount of acquisition expenses related
 to the Executive Residence that are paid by the Executive, including broker's
 expenses, legal fees, and title insurance premiums, (C) the amount paid by the
 Executive for permanent improvements to the Executive Residence which are
 completed within two years of the date of purchase of the Executive Residence,
 (D) the amount paid by the Executive with respect to any other capital
 expenditures related to the Executive Residence that qualify for treatment as
 capital expenditures under the Internal Revenue Code, including, without
 limitation, those described in Treasury Regulation Section 1.263(a)-2, and (E)
 the amount of any special assessments paid by the Executive for any local
 benefits that improve the Executive Residence, minus the amount of any
 deductible casualty loss suffered with respect to the Executive Residence to
 the extent not such casualty loss is not repaired or replaced by the Executive.

           (h) GOOD REASON. For purposes of this Agreement, "Good Reason" shall
 mean, without the Executive's express written consent, any of the following:

                    (i) the Executive shall not be the Chief Executive Officer
           of the Employer, reporting directly to the Board of Directors and the
           Chief Executive Officer of any corporation or entity that (A) is not
           controlled by the Ching Family Group or the Ing Family Group AND (B)
           controls the Employer;

                    (ii) the assignment to the Executive of any duties
           inconsistent with, or a substantial alteration in the nature or
           status of, the Executive's position or responsibilities or the
           conditions of his employment;

                    (iii) the failure of the Employer to pay the Executive any
           compensation or provide other benefits as specified in Section 3 of
           this Agreement;

                    (iv) the relocation of the office of the Employer where the
           Executive is employed at the date hereof (the "Employment Location")
           to a location more than fifty (50) miles away from the Employment
           Location or the Employer's requiring the Executive to be based more
           than fifty (50) miles away from the Employment Location (except for
           required travel on the Employer's business to an extent substantially
           consistent with the Executive's business travel obligations); or


                                       11
<PAGE>


                    (v) after 180 days following the consummation of a Change in
           Control the Executive determines, in good faith, that he is no longer
           able to perform his duties and responsibilities with the Employer;
           PROVIDED, that the Executive must provide the Employer a Notice of
           Termination pursuant to this subparagraph (v) prior to the 365th day
           following a Change in Control (or such shorter period as may be
           necessary for the Notice of Termination to be given prior to such
           365th day)

           (i) NOTICE OF TERMINATION. For purposes of this Agreement, a "Notice
 of Termination" shall mean a notice which shall indicate the specific
 termination provision in this Agreement relied upon and shall set forth in
 reasonable detail the facts and circumstances claimed to provide a basis for
 termination of the Executive's employment under the provision so indicated.

           (j) OTHER EMPLOYMENT. "Other Employment" shall mean full time
 employment as an officer, employee, consultant or otherwise with any individual
 partnership, firm, corporation or other business organization or entity other
 than the Employer or any Affiliate.

           (k) PERMANENT DISABILITY. "Permanent Disability" shall mean a
 physical or mental condition of the Executive that, in the judgment of the
 Employer, based upon certification by a licensed physician reasonably
 acceptable to the Executive and the Employer, has prevented the Executive from
 being able to perform the services required under this Agreement and such
 condition has continued for a period of at least six months during any twelve
 consecutive months and is determined by the physician to be expected to
 continue.

           (1) RETIREMENT. "Retirement" shall mean the voluntary termination of
 the Executive's employment by the Executive on or after age 55 or the election
 of the Employer that the Executive shall retire on or after age 65. The
 termination of the Executive's employment by the Employer on or after age 65
 whether for cause or not shall be treated as a Retirement and Executive shall
 not be entitled to any Severance Payment pursuant to Section 4(b) hereof.

           7.    EXECUTIVE RESIDENCE OPTIONS.

           (a) The Employer hereby grants the Executive the Executive Residence
 Put Option, PROVIDED, that such option shall expire (i) if the Executive
 Residence Put Option is not exercised within 60 days of the Date of Termination
 or date of death, as the case may be, or (ii) if the Date of Termination occurs
 after the earlier of (A) five years from the date the Executive purchases his
 initial principal residence in Hawaii or (B) the sixth anniversary of the
 Effective Date. If the Executive is exercising the Executive Residence Put
 Option pursuant to Section 4(a) hereof, the Executive shall certify in the
 Notice of Termination that he has not accepted Other Employment and has no
 current arrangement for accepting Other Employment.


                                       12
<PAGE>

           (b) The Executive hereby grants to the Employer the Employer's Call
 Option. The Employer's Call Option may be exercised only if the Executive's
 employment is terminated by the Executive prior to December 31, 1996 other than
 for Good Reason or under the circumstances set forth in Section 4(a)(iii)
 hereof, and, in either such event, must be exercised within 30 days of the Date
 of Termination.

           8.    BINDING AGREEMENT

           This Agreement shall be binding on, and inure to the benefit of, the
 Employer and its successors and assigns. This Agreement shall be binding on the
 Executive. This Agreement shall also inure to the benefit of and be enforceable
 by the Executive's personal or legal representatives, executors,
 administrators, successors, heirs, distributees, devisees and legatees. If the
 Executive should die while any amount would still be payable hereunder if the
 Executive had continued to live, all such amounts, unless otherwise provided
 herein, shall be paid in accordance with the terms of this Agreement to the
 Executive's devisee, legatee or other designee or, if there is no such
 designee, to the Executive's estate.

           9.    NOTICE

           Any notice hereunder by either party to the other shall be given in
 writing by personal delivery, telex, telecopy or certified mail, return receipt
 requested, to the applicable address first set forth below (or such other
 address as may from time to time be designated by notice by any party hereto
 for such purpose):

                         Aloha Airgroup, Inc.
                         P.O. Box 30028
                         Honolulu International Airport
                         Honolulu, HI 96820

                         Glenn R. Zander
                         157 Hoolako Place
                         HONOLULU, HI 96825

 with a copy to:

                         Leonard B. Pack, Esq.
                         1500 Broadway
                         21st Floor
                         New York, New York 10036

 Notice shall be deemed given, if by personal delivery, on the date of such
 delivery or, if by telex or telecopy, on the business day following receipt of
 answer back or telecopy confirmation or, if by certified mail, on the date
 shown on the applicable return receipt.



                                       13
<PAGE>

           10.   AMENDMENT AND WAIVE

           No provision of this Agreement may be amended, modified, waived or
 discharged unless such amendment, modification, waiver or discharge is agreed
 to in writing and signed by the Executive and any two executive officers of the
 Employer. No waiver by either party hereto at any time of any breach by the
 other party hereto of, or compliance with, any condition or provision of this
 Agreement to be performed by such other party shall be deemed a waiver of
 similar or dissimilar provisions or conditions at the same or at any prior or
 subsequent time.

           11.   MERGER OF PRIOR NEGOTIATIONS

           This Agreement sets forth all of the promises, agreements, conditions
 and understandings between the parties hereto respecting the subject matter
 hereof and supersedes all prior negotiations, conversations, discussions,
 correspondence, memoranda and agreements between the parties concerning such
 subject matter.

           12.   PARTIAL INVALIDITY

           If the final determination of a court of competent jurisdiction
 declares, after the expiration of the time within which judicial review (if
 permitted) of such determination may be perfected, that any term or provision
 hereof is invalid or unenforceable, (a) the remaining term and provisions
 hereof shall be unimpaired and (b) the invalid or unenforceable term or
 provision shall be deemed replaced by a term or provision that is valid and
 enforceable and that comes closest to expressing the intention of the invalid
 or unenforceable term or provision.

            13.   GOVERNING LAW

           This Agreement is to be governed by and interpreted in accordance
 with the laws of the State of Hawaii.

           14.   COUNTERPARTS

           This Agreement may be executed in two or more counterparts, each of
 which shall be deemed to be an original but all of which together will
 constitute one and the same instrument.

            15.   STATEMENTS

           During the Restricted Period, the Executive and the Employer agree to
 refrain from making any comments or statements to the press, the employees of
 the Employer or any Affiliate or any individual or entity with whom the
 Employer or any Affiliate has a business relationship which would be likely to
 adversely affect (a) the conduct of the business of the Employer or any
 Affiliate or the business reputation of the Employer or any Affiliate or any of
 their employees, representatives or members of their boards of directors, in
 the case of


                                       14
<PAGE>


 comments made by the Executive or (b) the Executive's future employment or
 personal or professional reputation, in the case of comments made by the
 Employer.

           16.   ARBITRATION

           Any dispute or controversy arising under or in connection with this
 Agreement shall be settled exclusively by arbitration in Hawaii before a panel
 of three (3) arbitrators. The Employer and the Executive shall each select one
 arbitrator, who shall then select a third arbitrator. Such arbitration shall be
 conducted in accordance with the commercial rules of the American Arbitration
 Association then in effect. Judgment may be entered on the arbitrators' award
 in any court having jurisdiction. The fees, costs and expenses of such
 arbitration, including the reasonable fees and disbursements of counsel, shall
 be borne by the party against whom the arbitration is finally determined, or
 partially by each party according to the arbitrators' determination if it is
 not entirely against one party.


                                       15
<PAGE>


           IN WITNESS WHEREOF, the parties hereto have executed this Agreement
 as of the Effective Date.

                                      ALOHA AIRGROUP, INC.

                                      By: /s/ [illegible]
                                          ----------------------------
                                      Title: Chairman 7/22/96


                                      By: /s/ [illegible]
                                          ----------------------------
                                      Title:



                                      GLENN R. ZANDER

                                      /s/ Glenn R. Zander
                                      ----------------------------


                                       16
<PAGE>

                                    EXHIBIT A

                             SUMMARY OF BENEFITS FOR
                                 KEY EXECUTIVES

                              ALOHA AIRGROUP, INC.

 Group Life Insurance of $50,000 (including AD&D)

 Supplemental Whole Life Insurance of $1,000,000 (assuming the Executive is
 insurable). Policy is portable.

 Long term disability after 90-day waiting period at 60% of salary subject to a
 maximum of $10,000 per month.

 Travel accident insurance for business travel of $200,000.

 Interline travel cards based on availability with OAS.

 Vacation and sick leave in accordance with past practices for executive
 officers.

 Initiation fees and annual dues for membership in one country club to be
 designated in consultation with the Board of Directors.

 Defined benefit pension plan based on 60 month average earnings times years of
 service times 1.7%.

 Participation in the Supplemental Executive Retirement Program in accordance
 with existing Employer policies (related to Base Salary).

 Participation in the 401(k) Plan without matching contributions by the
 Employer.

 Use of Employer owned car.

 Participation in the Employer's health insurance program for executives which
 includes medical and dental coverage for spouse and dependent children.

 Annual physical examination at Employer expense.

 Tax and financial planning at Employer expense in accordance with existing
 policies.

 Long distance calling card and American Express Card at Employer expense
 (personal charges to be reimbursed by executive).


<PAGE>

 To the extent Executive is unable to obtain standard all-risk homeowners' or
 comprehensive automobile insurance because such insurance is not available in
 the Hawaii market, the Employer will assist the Executive in obtaining such
 insurance and if such insurance is not obtainable, indemnify the Executive
 against property loss or liability claims which would otherwise have been
 covered by such insurance, subject to payment by the Executive of an amount
 equal to the premiums he would have paid had such insurance been available and
 any deductible amounts, as determined by a reputable, independent insurance
 broker licensed to do business in Hawaii. The Executive shall use his best
 efforts on a continuing basis to obtain standard all-risk homeowners' and
 comprehensive automobile insurance.


                                       A-2

<PAGE>


                                    EXHIBIT B

                                  STOCK OPTIONS

 Plan:              1992 Stock Option Plan

 No. of Shares:     180,000 Shares of Class A Common Stock

 Term of Option:    10 years

 Exercise Price:    $4.49 per Share

 Vesting:           25% at the end of one year after the date of grant and 25%
                    each year thereafter (i.e., fully vesting in four years)

 Status:            Non-qualified stock options




<PAGE>

              AMENDMENT TO THE GLENN R. ZANDER EMPLOYMENT AGREEMENT

      This Amendment (the "Amendment"), dated as of November 1, 2000, is entered
into by and between Aloha Airgroup, Inc., a Hawaii corporation (herein referred
to as the "Employer"), and Glenn R. Zander (herein referred to as the
"Executive").

      WHEREAS, the Employer and the Executive have entered into an employment
agreement dated May 11, 1994, as amended and restated as of December 1, 1995
(the "Employment Agreement");

      WHEREAS, the parties hereto desire to amend the Employment Agreement; and

      WHEREAS, Section 10 of the Employment Agreement authorizes the parties
hereto to amend the Employment Agreement;

      NOW, THEREFORE, in consideration of the recitals and agreements contained
herein, the parties hereto agree to amend the Employment Agreement as follows:

1.    Section 4(e) of the Employment Agreement is amended and restated as
      follows:

      (e) RETIREMENT. The Executive's employment may be terminated by the
      Executive or by the Employer on account of Retirement (as defined in
      Section 6 of this Agreement). If the Executive elects to Retire, he
      shall deliver to Employer a Notice of Termination specifying the Date
      of Termination by reason of his Retirement which date shall be at least
      six months from the date of such Notice of Termination unless such
      Notice of Termination is given following the consummation of a Change
      in Control, in which event the Date of Termination shall be as
      specified in Section 6(d) of this Agreement. Subject to the proviso to
      the next-to-last sentence of this Section 4(e), the Executive shall not
      be entitled to any further payments of compensation or other benefits
      provided under Section 3 of this Agreement after the Date of
      Termination by reason of Retirement, except for any retirement benefit
      payments due to the Executive from any employer sponsored plan. If this
      Agreement is terminated on account of Retirement, no Severance payment
      shall be paid by the Employer. The Executive shall be entitled to the
      benefits of any life insurance and medical insurance which the Employer
      is generally making available to key executives on the Date of
      Termination which occurs by reason of Retirement and any other benefit
      or program available by its terms after Retirement, provided, however,
      that if the Executive's Retirement occurs prior to his attainment of
      age 65, the employer shall maintain all life insurance and medical
      insurance benefits that were provided to the Executive immediately
      prior to the Date of Termination, at the Employer's expense, until the
      date that the Executive attains the age of 65. Notwithstanding the
      proviso of the preceding sentence, if the Executive obtains Other
      Employment before he reaches the age of 65, after Retirement, the
      Executive shall promptly inform Employer of the facts and circumstances
      of such Other Employment and thereafter the life insurance and medical
      insurance benefits provided by Employer may be reduced as follows: (i)
      Employer may reduce the amount of life insurance coverage for Executive
      by the amount of life insurance the Executive is entitled to receive
      from the new employer; and (ii) although Employer shall continue to
      provide medical insurance to

                                       1

<PAGE>

      the Executive, the Executive will make no claim against Employer's medical
      insurer until all medical benefits provided by the new employer shall have
      been exhausted.

2.    The first sentence of Section 4(f) of the Employment Agreement is amended
      to read as follows:

      (f) TERMINATION FOLLOWING CHANGE IN CONTROL. If a Change in Control shall
      have occurred, the Executive shall be entitled to the benefits provided in
      this subsection upon either (i) the subsequent termination of Executive's
      employment, including without limitation a termination as a result of a
      Notice of Termination given by the Executive by reason of his Retirement,
      or (ii) the notification of the Executive by the Employer pursuant to
      Section 2 hereof that the Term of this Agreement shall not be extended, in
      each case during the Term and within one year after the Change in Control
      shall have occurred, in which event the Executive shall be entitled to all
      of the benefits provided upon his Retirement, as specified in Section 4(e)
      hereof, in addition to the benefits set forth below in this Section 4(f),
      without regard to the limitations on benefits set forth in subsection
      4(f)(iv) below, unless such termination or notification is because of the
      Executive's death or as a result of a Notice of Termination given by the
      Employer for Cause or Disability, or by the Executive for other than
      Retirement or "Good Reason."

3.    Section 6(f) of the Employment Agreement is amended and restated as
      follows:

      (f) EXECUTIVE RESIDENCE PUT OPTION. "Executive Residence Put Option"
      shall mean an option allowing the Executive at any time prior to the
      expiration of such Option to require the Employer to purchase the
      Executive Residence at a purchase price in cash equal to 100% of the
      Executive's Cost (as defined below) and to require the Employer to pay
      the reasonable cost of packing and shipping the Executive's household
      effects back to a mainland location to be designated by the Executive
      and the reasonable cost of unpacking such effects at such location. The
      Executive Residence Put Option shall expire on the first to occur of
      (i) December 31, 2002, (ii) 60 days after the Date of Termination, or
      (iii) 60 days after the date of death of the Executive. The Executive
      Residence Put Option may be exercised (i) only if the Executive shall
      have delivered a Notice of Termination specifying a Date of Termination
      at least six months from the date of such Notice of Termination (unless
      such Notice of Termination is given following the consummation of a
      Change in Control, in which event the Date of Termination shall be as
      specified in Section 6(d) of this Agreement) and stating Executive's
      intention to exercise the Executive Residence Put Option; (ii) only if
      the Executive shall certify that he has not accepted Other Employment
      and has no current arrangement for accepting Other Employment; and
      (iii) only by the Executive or his executor in the case of his death.

4.    Subparagraph 6(h)(v) of the Employment Agreement is amended and restated
      as follows:

      (v) after 180 days following the consummation of a Change in Control, the
      Executive determines, in his sole discretion, that he is no longer able to
      perform his duties and responsibilities with the Employer; PROVIDED, that
      the Executive must provide the Employer with a Notice of Termination
      pursuant to this subparagraph (v) prior to the


                                        2

<PAGE>

      365th day following a Change in Control (or such shorter period the Notice
      of Termination to be given prior to such 365th day).

5.    Section 7(a) of the Employment Agreement is amended and restated as
      follows:

      (a) the employer hereby grants the Executive the Executive Residence Put
      Option. In case ofexercise of the Executive Residence Put Option, Employer
      and the Executive shall establish procedures reasonably satisfactory to
      each party for Employer to resell the Executive Residence, including the
      engagement of real estate brokers and the showing of the Executive
      Residence to prospective buyers.

6.    Capitalized terms used but not defined herein shall have the meaning
      assigned to such terms in the Employment Agreement.

7.    Except as expressly amended hereby, the Employment Agreement remains in
      full force and effect.

8.    This Amendment shall be deemed to be a contract made under the laws of the
      State of Hawaii, and for all purposes shall be governed by and constructed
      in accordance with the laws of such State applicable to contracts made and
      performed entirely within such State.

9.    This Amendment may be executed in any number of counterparts and each of
      such counterparts shall for all purposes be deemed to be an original, and
      all such counterparts shall together constitute but one and the same
      instrument.

      IN WITNESS WHEREOF, the parities hereto have caused this Amendment to be
duly executed as of the day and year first above written.

                                      ALOHAL AIRGROUP, INC.


                                      /s/ Stuart T.K. Ho
                                      -----------------------------------
                                      Name:  Stuart T.K. Ho
                                      Title: CHAIRMAN, COMPENSATION COMMITTEE



                                      /s/ Han H. Ching
                                      -----------------------------------
                                      Name:  Han H. Ching
                                      Title: CHAIRMAN OF THE BOARD
                                             1.04.01

                                      GLENN R. ZANDER

                                      /s/ Glenn R. Zander
                                      -----------------------------------



                                        3