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                                                                    Exhibit 10.7

                                                               December 19, 2001

TurnWorks Acquisition III, Inc.
1330 Lake Robbins Dr.
Suite 205
The Woodlands, TX  77380
Attention:  President


Ladies and Gentlemen:

                  We are pleased that TurnWorks Acquisition III, Inc. (the
"COMPANY") has chosen to engage TurnWorks, Inc. (the "ADVISOR") as an advisor in
connection with a transactions (collectively, the "TRANSACTION") among the
Company, Aloha Airgroup, Inc. ("A") and Hawaiian Airlines, Inc. ("B") pursuant
to the Merger Agreement (the "MERGER AGREEMENT"), dated as of the date hereof,
among the Company, A, B and TW, Inc. and the ancillary agreements referenced
therein. We have set forth below the agreed upon terms of our engagement.
Capitalized terms used herein but not otherwise defined herein have the meanings
set forth in the Merger Agreement.

                  SCOPE OF ENGAGEMENT. As we have discussed, in the course of
our engagement as your advisor, we will perform such financial, investment
banking, industry consulting and other advisory services for the Company in
connection with the proposed Transaction as you and we may reasonably agree are
customary and appropriate in transactions of this type.

                  FEES AND EXPENSES. For our services hereunder, the Company
will pay, immediately following the consummation of the Transaction, to the
Advisor a cash fee of $750,000 less any Advanced Amounts paid from the date
hereof through the Closing Date pursuant to Section 9.05(d) of the Merger
Agreement.

                  There shall be no obligation hereunder to reimburse for
expenses, except as provided in the indemnity letter annexed hereto.

                  CERTAIN ACKNOWLEDGMENTS. The Company acknowledges that the
Advisor has been retained hereunder solely as an advisor to the Board of
Directors of the Company, and not as an advisor to or agent of any other person,
and that the Company's engagement of the Advisor is as an independent contractor
and not in any other capacity including as a fiduciary. The Advisor may, to the
extent it deems appropriate, render the services hereunder through one or more
of its affiliates. Neither this engagement, nor the delivery of any advice in
connection with this engagement, is intended to confer rights upon any persons
not a party hereto (including security holders, employees or creditors of the
Company or any of the other parties to the Merger Agreement referenced above) as
against the Advisor or our affiliates or their respective directors, officers,
agents and employees.

                  The Company should be aware that the Advisor and/or its
affiliates may be providing or may in the future provide financial or other
services to other parties with conflicting interests. However, consistent with
our long-standing policy to hold in confidence the affairs of our customers, we
will not use confidential information obtained from the Company except in
connection with our services to, and our relationship with, the Company, nor
will we use on the Company's behalf any confidential information obtained from
any other customer.

                  INDEMNITY. The Advisor and the Company have entered into a
separate letter agreement, dated the date hereof, providing for the
indemnification of the Advisor by the Company in connection with the Advisor's
engagement hereunder, the terms of which are incorporated into this agreement in
their


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entirety. Notwithstanding anything herein, or in the indemnity letter to the
contrary, nothing herein shall entitle the Advisor or any of its affiliates to
any indemnity or contribution other than in connection with this engagement, and
nothing herein shall limit any obligation or liability that any affiliate of the
Advisor may have under the Merger Agreement referenced above and the "ancillary
agreements" referenced therein.

                  TERMINATION OF ENGAGEMENT. The Advisor's engagement will
commence on the date hereof and will continue until the earlier of the
consummation of the Transaction and the termination of the Merger Agreement
referenced above. The Advisor may terminate this agreement at any time, with or
without cause, by giving written notice to the Company; PROVIDED, HOWEVER, that
no such expiration or termination will affect the matters set out in this
section or under the captions "Use of Information," "Certain Acknowledgments"
and "Miscellaneous" or in the separate letter agreement relating to
indemnification.

                  NO OTHER PAYMENTS. We represent and warrant, as of the date
hereof and as of the date of the consummation of the Transaction, that we are
entitled to no other payment from any of the parties to the Merger Agreement
referenced above or any of their successors or assigns, except as expressly set
forth in such Merger Agreement and the "ancillary agreements" referenced
therein.

                  MISCELLANEOUS. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns. This Agreement shall be binding on all successors to the Company,
including the surviving company in any merger of the Company. This Agreement
shall be governed by, and construed in accordance with, the laws of the State of
Delaware applicable to contracts executed in and to be performed in that State.
Each of the parties hereto (i) consents to submit itself to the personal
jurisdiction of any Delaware state court located in the city of Wilmington if
any dispute arises under this Agreement, the ancillary agreements or any
transaction contemplated hereby or thereby, (ii) agrees that it will not attempt
to deny or defeat such personal jurisdiction by motion or other request for
leave from any such court, (iii) agrees that it will not bring any action, suit
or proceeding relating to this Agreement, the ancillary agreements or any
transaction contemplated hereby or thereby in any court other than any such
court, (iv) waives any right to trial by jury with respect to any action; suit
or proceeding related to or arising out of this Agreement, the ancillary
agreements or any transaction contemplated hereby or thereby, (v) waives any
objection to the laying of venue of any action, suit or proceeding arising out
this Agreement, the ancillary agreements or any transaction contemplated hereby
or thereby in any such court, (vi) waives and agrees not to plead or claim that
any such action, suit or proceeding brought in any such court has been brought
in an inconvenient forum and (vii) agrees that a final judgment in any such
action, suit or proceeding in any such court shall be conclusive and may be
enforced in any other jurisdiction by suit on the judgment or in any other
manner provided by applicable law. The descriptive headings contained in this
Agreement are included for convenience of reference only and shall not affect in
any way the meaning or interpretation of this Agreement. This Agreement may be
executed and delivered (including by facsimile transmission) in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed and delivered shall be deemed to be an original but all
of which taken together shall constitute one and the same agreement.




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                  We are delighted to accept this engagement and look forward to
working with you on this matter. Please confirm that the foregoing is in
accordance with your understanding of our agreement by signing and returning to
us a copy of this letter.

                                            Very truly yours,

                                            TURNWORKS, INC.


                                              /s/ Gregory D. Brenneman
                                            ------------------------------------
                                            Name: Gregory D. Brenneman
                                            Title:  President


Accepted and agreed to as of
the date set forth above:

TURNWORKS ACQUISITION III, INC.


  /s/ Gregory D. Brenneman
------------------------------------
Name: Gregory D. Brenneman
Title:  President


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                                                 Annex to the Advisory Agreement

                                                               December 19, 2001

TurnWorks, Inc.
1330 Lake Robbins Dr.
Suite 205
The Woodlands, TX  77380
Attention:  President

Ladies and Gentlemen:

                  In connection with the engagement of TurnWorks, Inc. (the
"ADVISOR") to assist us with the Transaction (as defined in the engagement
letter dated as of the date hereof between us and the Advisor) prior to the date
of this agreement (the "ENGAGEMENT"), we agree that we will indemnify and hold
harmless you and your affiliates and their respective directors, officers,
agents and employees and each other person controlling you or any of your
affiliates (collectively, the "INDEMNIFIED PARTIES"), to the full extent lawful,
from and against any losses, expenses, claims or proceedings (collectively,
"LOSSES") (i) related to or arising out of (A) oral or written information
provided by us, our employees or our other agents, which information either we
or you provide to any actual or potential buyers, sellers, investors or
offerees, or (B) any other action or failure to act by us, our directors,
officers, agents or employees or by you or any indemnified party at our request
or with our consent, or (ii) otherwise related to or arising out of the
engagement or any transaction or conduct in connection therewith, except that
this clause (ii) shall not apply with respect to any losses that are finally
judicially determined to have resulted primarily from the gross negligence or
willful misconduct of such indemnified party.

                  In the event that the foregoing indemnity is unavailable to
any indemnified party for any reason, we agree to contribute to any losses
related to or arising out of the engagement or any transaction or conduct in
connection therewith as follows. With respect to such losses referred to in
clause (i) of the preceding paragraph, each of us shall contribute in such
proportion as is appropriate to reflect the relative benefits received (or
anticipated to be received) by you, on the one hand, and by us and our security
holders, on the other hand, from the actual or proposed transaction arising in
connection with the engagement. With respect to any other losses, and for losses
referred to in clause (i) of the preceding paragraph if the allocation provided
by the immediately preceding sentence is unavailable for any reason, each of us
shall contribute in such proportion as is appropriate to reflect not only the
relative benefits as set forth above, but also the relative fault of each of us
in connection with the statements, omissions or other conduct that resulted in
such losses, as well as any other relevant equitable considerations. Benefits
received (or anticipated to be received) by us and our security holders shall be
deemed to be equal to the aggregate cash consideration and value of securities
or any other property payable, issuable, exchangeable or transferable in such
transaction or proposed transaction, and benefits received by you shall be
deemed to be equal to the compensation paid by us to you in connection with the
engagement (exclusive of amounts paid for reimbursement of expenses or paid
under this agreement). Relative fault shall be determined by reference to, among
other things, whether any alleged untrue statement or omission or any other
alleged conduct relates to information provided by us or other conduct by us (or
our employees or other agents), on the one hand, or by you, on the other hand.
You and we agree that it would not be just and equitable if contribution were
determined by pro rata allocation or by any other method of allocation that does
not take account of the equitable considerations referred to above.
Notwithstanding anything to the contrary above, in no event shall you be
responsible for any amounts in excess of the amount of the compensation actually
paid by us to you in connection with the engagement (exclusive of amounts paid
for reimbursement of expenses or paid under this agreement).


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                  We agree that we will not, without prior written consent of
the Advisor, settle any pending or threatened claim or proceeding related to or
arising out of the engagement or any actual or proposed transactions or other
conduct in connection therewith (whether or not you or any indemnified party is
a party to such claim or proceeding) unless such settlement includes a provision
unconditionally releasing you and each other indemnified party from, and holding
all such persons harmless against, all liability in respect of claims by any
releasing party related to or arising out of the engagement or any transactions
or conduct in connection therewith. We will also promptly reimburse each
indemnified party for all expenses (including counsel fees and expenses) as they
are incurred by such indemnified party in connection with investigating,
preparing for, defending, or providing evidence in, any pending or threatened
claim or proceeding related to or arising out of the engagement or any actual or
proposed transaction or other conduct in connection therewith or otherwise in
respect of which indemnification or contribution may be sought hereunder
(whether or not you or any indemnified party is a party to such claim or
proceeding) or in enforcing this agreement.

                  We further agree that no indemnified party shall have any
liability (whether direct or indirect, in contract or tort or otherwise) to us
or any of our affiliates, creditors or security holders for or in connection
with the engagement or any actual or proposed transactions or other conduct in
connection therewith except for losses incurred by us that are finally
judicially determined to have resulted primarily from the gross negligence or
willful misconduct of such indemnified party.

                  This Agreement is in addition to any rights you may have at
common law or otherwise and shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns. This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Delaware applicable to contracts executed in and to be performed in
that State. Each of the parties hereto (i) consents to submit itself to the
personal jurisdiction of any Delaware state court located in the city of
Wilmington if any dispute arises under this Agreement, the ancillary agreements
or any transaction contemplated hereby or thereby, (ii) agrees that it will not
attempt to deny or defeat such personal jurisdiction by motion or other request
for leave from any such court, (iii) agrees that it will not bring any action,
suit or proceeding relating to this Agreement, the ancillary agreements or any
transaction contemplated hereby or thereby in any court other than any such
court, (iv) waives any right to trial by jury with respect to any action; suit
or proceeding related to or arising out of this Agreement, the ancillary
agreements or any transaction contemplated hereby or thereby, (v) waives any
objection to the laying of venue of any action, suit or proceeding arising out
this Agreement, the ancillary agreements or any transaction contemplated hereby
or thereby in any such court, (vi) waives and agrees not to plead or claim that
any such action, suit or proceeding brought in any such court has been brought
in an inconvenient forum and (vii) agrees that a final judgment in any such
action, suit or proceeding in any such court shall be conclusive and may be
enforced in any other jurisdiction by suit on the judgment or in any other
manner provided by applicable law. The descriptive headings contained in this
Agreement are included for convenience of reference only and shall not affect in
any way the meaning or interpretation of this Agreement. This Agreement may be
executed and delivered (including by facsimile transmission) in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed and delivered shall be deemed to be an original but all
of which taken together shall constitute one and the same agreement. This
Agreement shall remain in full force and effect notwithstanding the completion
or termination of the engagement.



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                                            Very truly yours,

                                            TURNWORKS ACQUISITION III, INC.


                                              /s/ Gregory D. Brenneman
                                            ------------------------------------
                                            Name: Gregory D. Brenneman
                                            Title:  President


Accepted and agreed to as of
the date set forth above:

TURNWORKS, INC.


  /s/ Gregory D. Brenneman
------------------------------------
Name: Gregory D. Brenneman
Title:  President