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                                                                   EXHIBIT 10.45


                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

           AGREEMENT, made as of January 1, 1994, as amended and restated as of
January 1, 1997, by and between Aloha Airgroup, Inc., a Hawaii corporation
(herein referred to as the "Employer") and Brenda F. Cutwright (herein referred
to as the "Executive").

                              W I T N E S S E T H:

           WHEREAS, the Executive is willing to serve as an Executive Officer of
Employer and initially as the Senior Vice-President-Finance and Planning and
Chief Financial Officer of the Employer and the Employer desires to retain the
Executive in such capacity on the terms and conditions herein set forth;

           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 a Senior Vice President,
and the Executive hereby accepts such employment. The Executive shall have such
duties commensurate with an executive's position, as may be assigned from time
to time by the Board of Directors or the Chief Executive Officer. The Executive
shall devote substantially all her business time, attention, skill and efforts
to the faithful performance of her duties hereunder and shall not accept
employment elsewhere during the Term (as defined in Section 2 of this
Agreement). The Executive shall at all times conduct herself 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.



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                                       2


           2.   TERM

           This Agreement shall commence on the date of this Agreement (the
"Effective Date") and shall continue in effect through and including December
31, 1999. If neither party shall have given 30-days' written notice of the
intent that the term end on such December 31, 1999, then the term of this
Agreement shall extend automatically until December 31, 2005 subject to earlier
termination of the term by either party upon 30-days' prior written notice. As
used hereafter in this Agreement, "Term" shall mean the original term and
extended term of this Agreement.

           3.   COMPENSATION

           During the Term, the Executive shall be entitled to the following
compensation for her services to the Employer and any Affiliate:

           (a) BASE SALARY The Executive's base salary (the "Base Salary") for
the calendar year ending December 31, 1997 is at the rate of $200,000.00 per
annum payable in accordance with the Employer's normal payroll practices. The
Base Salary for the calendar year ending December 31, 1998 will not be lower
than the Base Salary for 1997 and shall be fixed by the Board of Directors of
the Employer (the "Board"). The Base Salary shall be reviewed at least annually
by the Board. The Base Salary level and any increases thereon shall not be
decreased during the Term.

           (b) ANNUAL BONUS. In addition to the Base Salary, for each 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.

           (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 applicable to other key executives and shall be entitled
to vacation and fringe benefits in accordance with the policies of the Employer
applicable to other key executives. In addition, the Executive shall be entitled
to (i) participate in the Employer's Supplemental Executive Retirement Program
(the "SERP"); (ii) automobile and fuel allowances in accordance with Employer's
policies for key executives in effect from time to time; (iii) reimbursement by
the Employer for tax and financial planning services and an annual physical
examination, upon the same terms and conditions as applicable as of the
Effective Date; and (iv) supplemental life insurance in an amount equal to an
aggregate of six times the Executive's annual Base Salary (when combined with
insurance provided under the Employer's group program), as provided in
accordance with the terms of such supplemental life insurance applicable to the


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                                       3


 Executive as of the Effective Date or as shall be in effect for key executives
 from time to time and if Executive is insurable under such policy.

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

            4.   TERMINATION OF EMPLOYMENT

           (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, the Employer shall be under no obligation to make any 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. 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.

           (b) RESIGNATION FOR GOOD REASON; TERMINATION WITHOUT CAUSE. The
Executive may terminate her employment hereunder for Good Reason. If the
Executive's employment is terminated by the Executive for Good Reason or by the
Employer without Cause, whether or not upon the expiration of the Term, 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 (i) if the Date of Termination occurs on or before December
31, 1999, the Base Salary during the period from the Date of Termination to
December 31, 1999 or (ii) if the Date of Termination occurs after December 31,
1999, the Base Salary for one year following the Date of Termination (in either
case, the "Severance Period") PROVIDED, that in no event shall the Severance
Period be less than one year. 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 the Executive becomes covered by programs of another employer or through
the end of the Severance Period whichever is sooner and (ii) exercise all stock
options granted to the Executive prior to the Date of Termination regardless of
whether or not such options have vested.


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                                       4


           (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 Termination except for any
compensation earned prior to the Date of Termination but not yet paid and for
the pro rata portion of any Annual Bonus that would have been paid to the
Executive had she survived and been employed by the Employer until the last day
of the year of her death. Such bonus payment shall be made at the time such
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. The agreements governing any stock options granted to the Executive
shall provide that such options may be exercised by the estate of the Executive
for a limited period of time after death 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 and (ii) receive a PRO
RATA portion (based upon the period beginning at January 1 and ending on the
date the Executive initially became unable to perform her duties under this
Agreement) of any Annual Bonus that would have been paid to the Executive had
she continued to perform her duties under this Agreement until the last day of
the year in which she became disabled. The Employer shall also continue to
provide any benefits to the Executive required by law or the terms of any plan.
The agreements governing any stock options to the Executive shall provide for
the ability to exercise any such options upon the Permanent Disability of the
Executive, 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 subsection 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


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                                       5

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:

                    (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 and (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);

                    (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
           Employer occurred. The amount of the Executive's average annual
           compensation shall be determined in accordance with temporary or
           final regulations promulgated under Section 28OG 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.

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                                       6


                    (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) 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 "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 Employer
           constitute a "parachute payment," as such term is defined in Section
           28OG(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
           Employer. The Auditor shall be a nationally recognized United States
           public accounting firm that has not during the two years preceding
           the date of its


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                                       7


           selection acted, in any way, on behalf of the Employer or any of its
           subsidiaries. If the Executive and the Employer 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 the
           Employer. 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,
directly or indirectly, unless she receives the prior written consent of the
Employer, 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 her 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 or an
Affiliate.

           (c) CONFIDENTIALITY. The Executive recognizes that the services to be
performed by her hereunder are special, unique and extraordinary in that, by
reason of her


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                                       8


employment with the Employer, she 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 she will not at any time, (whether during or after the Term)
except in the performance of her obligations to the Employer hereunder or with
the prior written consent of the Board, directly or indirectly, disclose any
secret or confidential information that she may learn or has learned by reason
of her association with the 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 airline industry 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
product or services), 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 her 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 her 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 NASDAQ, provided that at any time during the Restricted Period the
Executive and members of her 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

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                                       9


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 such court for that purpose.

           6.   DEFINITIONS

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

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

           (b) BOARD. For purposes of this Agreement, "Board" shall mean the
Board of Directors of the Employer or any duly constituted committee of the
Board.

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

                    (i) the willful and continued failure by the Executive to
           perform her 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 any such material breach has
           been given to the Executive and the Executive has had a reasonable
           period of timed to cure such material breach.

           (d) 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:


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                                       10


                    (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 13d-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 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

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                                       11


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.

           (e) 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 a Senior Vice President (or
           officer with substantially similar responsibilities
           and stature) 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) a substantial alteration in the nature or status of the
           Executive's responsibilities;

                    (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

                    (v) after 180 days following the consummation of a Change in
           Control, the Executive determines, in good faith, that she is no
           longer able to perform her duties and responsibilities with the
           Employer; PROVIDED, that the Executive must provide the Employer with
           a Notice of Termination pursuant to this subsection (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).

           (f) 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.

<PAGE>
                                       12


           (g) 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 thirty (30) days, and
in the case of a termination by the Executive shall not be less than thirty (30)
nor more than sixty (60) days, respectively, from the date such Notice of
Termination is given).

           (h) 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, prevents 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 expected to continue as determined by the physician.

           (i) 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 Company 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.   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.

           8.   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):

<PAGE>
                                       13



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

                         Brenda F. Cutwright
                         898 Hokulani Street
                         Honolulu, HI 96825

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.

           9.   AMENDMENT AND WAIVER

           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.

           10.  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.

           11.  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.

<PAGE>
                                       14

           12.  GOVERNING LAW

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

           13.  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.

           14.  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 Rely 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 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.

           15.  ARBITRATION

           Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration in Hawaii in accordance
with the commercial rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator's award in any court having
jurisdiction.

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

                                  ALOHA AIRGROUP, INC.


                                  By: /s/ illegible
                                      -----------------------------------


                                  By: /s/ illegible
                                      -----------------------------------


                                      /s/ Brenda F. Cutwright
                                      -----------------------------------
                                          Brenda F. Cutwright

<PAGE>

                               BRENDA F. CUTWRIGHT


                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

                                SUMMARY OF TERMS

 POSITION:                    Vice-President-Finance and Chief Financial Officer

 TERM:                        January 1, 1994 to June 30, 1995

 COMPENSATION:                Base Salary to be reviewed annually plus
                              participation in the bonus plan. 1993 Base Salary
                              was $120,000.00

 SEVERANCE:

 RESIGNATION WITHOUT GOOD     None
 REASON OR TERMINATION
 FOR CAUSE

 RESIGNATION FOR GOOD         Base Salary until end of term plus one year
 REASON OR TERMINATION
 FOR WITHOUT CAUSE

 CHANGE IN CONTROL:           Separation payment based on average annual
                              compensation for 5 taxable years preceding year
                              in which Change in Control occurred

 BENEFITS:                    Section 3(c) - participation in SERP, tax and
                              financial planning services, auto and fuel
                              allowances, supplemental life insurance at
                              six times Base Salary

 OTHER:                       Standard confidentiality and non-compete