AMENDMENT NO. 1 TO LEASE

         THIS AMENDMENT NO. 1 TO LEASE (herein called  "Amendment No. 1"), dated
January 1, 1997 between First Security Bank, National Association (successor in
interest to First Security Bank of Utah,  N.A.), not in its individual  capacity
but solely as Owner  Trustee for the benefit of Aircraft  Income  Partners  L.P.
("AIP") ("Lessor") and HAWAIIAN AIRLINES, INC., a Hawaii corporation ("Lessee").

                                   WITNESSETH:

         WHEREAS,  Lessor and Lessee have  heretofore  entered into that certain
Aircraft  Lease  dated  as  of  September  12,  1994  (as  amended,  the  "Lease
Agreement",  defined terms used herein as therein  defined),  which provides for
the  execution  of a Lease  Amendment  for the purpose of,  among other  things,
amending the Lease Agreement and any prior Lease Supplements thereto; and


         WHEREAS,  the Lease  Agreement was  supplemented  by that certain Lease
Supplement  No. 1 dated as of  September  12,  1994,  and were  recorded  as one
instrument  by the Federal  Aviation  Administration  (the "FAA") on October 14,
1994, as Conveyance No. MM009442; and
 

         WHEREAS,  Lessor and Lessee have agreed to amend  certain  terms of the
Lease Agreement as noted herein, among other things, to permit Lessee to acquire
the Aircraft from Lessor pursuant to a lease intended as security.

         NOW,  THEREFORE,  in  consideration  of the premises and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  and pursuant to the Lease Agreement, the Lessor and Lessee hereby
amend the Lease Agreement as follows:

A.       AMENDMENTS TO THE LEASE AGREEMENT.

         1. Section 1 is amended by replacing the following definitions in their
entirety:

         Airframe Return Condition Percentage means 50% if this Lease terminates
         on or prior to November 30, 1999,  37.5% if this Lease terminates on or
         prior to November  30,  2000,  and 25% if this Lease  terminates  after
         November 30, 2000.

         Basic Lease Term shall mean the period from and including September 12,
         1994 until, through and including November 30. 2002.

         Daily  Lease  Rate  shall  mean the  monthly  Basic Rent then in effect
         divided by thirty.

         Expiration Date shall mean November 30, 2002.

         Lease Interest Rate shall mean 9.0%.

         2. The definition of Basic Rent Date is amended by adding the following
clause to the end thereof:

                "provided,  that  after  the  Tuesday  prior to the date of this
                Amendment,  and continuing throughout the remainder of the Basic
                Lease Term, the Basic Rent Dates shall be (i) the first Business
                Day of each calendar month,  commencing with February,  1997 and
                (ii) and the last day of the Basic Lease Term."
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         3. The last grammatical  paragraph of Section 10(b) and Sections 20 and
24 are deleted in their entirety.

         4.  Section  3(b) of the  Lease  Agreement  is  hereby  amended  in its
entirety to read as follows:

                "(b) The Lessee  shall pay to the  Lessor as basic rent  (herein
                referred to as Basic Rent) (i) in advance on the  Delivery  Date
                and on the Tuesday of the second  calendar  week next  following
                the  Delivery  Date and on the  Tuesday  of each  calendar  week
                thereafter at the rate of United States Dollars $13,850 for each
                such week,  until  August 1, 1995 and at  $15,000  for each such
                week until the Tuesday prior to the date of this Amendment No.1,
                (ii) a down  payment  in the amount of  $450,000  on the date of
                this Amendment No. 1, (iii) in arrears on the Basic Rent Payment
                Date occurring in February,  1997 in an amount equal to $360,000
                less the amount previously paid during the period from September
                1, 1996  through the date of this  Amendment  No. 1, and (iv) in
                arrears on each  Basic  Rent Date in an amount  equal to $72,000
                for each month  preceding such Basic Rent Date  commencing  with
                the Basic Rent Date  occurring in March,  1997,  until the Basic
                Rent Date  occurring  in  December,  1999 and on each Basic Rent
                Date occurring thereafter in an amount equal to $50,000 for each
                month preceding such Basic Rent Date."

         5. Section 21 is amended in its entirety to read as follows:

                  "SECTION 21.      Purchase of Aircraft.

                  (a) If this  Lease  has not been  terminated,  (i) the  Lessee
                shall have the option to  purchase  the  Aircraft at any time on
                any Basic Rent Date  before the  expiration  of the Basic  Lease
                Term at a  purchase  price  equal to the  Casualty  Value of the
                Aircraft  on such  Basic Rent Date  (such  Basic Rent Date,  the
                Purchase  Date) and (ii) the Lessee shall  purchase the Aircraft
                on the Expiration Date for a purchase price equal to $1.00 plus,
                in each case, all applicable  sales taxes,  if any, with respect
                to such purchase.

                  (b) Not less  than 30 days  prior to the  Purchase  Date,  the
                Lessee  may  indicate,  by  written  notice to the  Lessor,  the
                Lessee's  intention  to exercise the  Lessee's  purchase  option
                described above.

                  (c) On the Purchase  Date or on the  Expiration  Date,  as the
                case may be, the Lessee shall  purchase  from the Lessor and the
                Lessor  shall sell to the  Lessee,  on an as is,  where is basis
                with any and all  faults,  without  representation  or  warranty
                (except as to the absence of Lessor  Liens),  the Aircraft for a
                cash  consideration,  payable in  immediately  available  funds,
                equal  to  the  applicable   purchase  price  thereof  plus  all
                applicable  sales taxes,  if any,  with respect to such purchase
                plus all accrued and unpaid Basic Rent and all Supplemental Rent
                then due.  Upon payment of such cash  consideration,  the Lessor
                shall,  upon the request of the  Lessee,  execute and deliver to
                the Lessee,  or to the Lessee's  assignee or nominee,  a bill of
<PAGE>
                sale, without representations or warranties (except as to Lessor
                Liens), for the Aircraft,  together with such other documents as
                may be required to release the Aircraft from the terms and scope
                of this  Lease and to  transfer  title  thereto to the Lessee or
                such  assignee or  nominee,  in such form as may  reasonably  be
                requested by the Lessee, all at the Lessee's expense.  Such sale
                shall be closed in a jurisdiction  reasonably  designated by the
                Lessee and reasonably acceptable to the Lessor."

         6. Section 17 (a) is amended by replacing the text  beginning  with the
third  sentence in clause (ii) and ending with the last sentence  thereof in its
entirety with the following:

                "The Lessee shall, without further demand,  forthwith pay to the
                Lessor an amount  equal to any unpaid  Rent due and  payable for
                all periods up to and  including  the Basic Rent Date  following
                the date on which the  Lessor has  declared  this Lease to be in
                default,  plus, as liquidated  damages for loss of a bargain and
                not as a penalty,  an amount equal to the Casualty  Value of the
                Aircraft on such Basic Rent Date,  provided,  that on payment of
                such  amounts  by Lessee,  Lessor  shall  transfer  title to the
                Aircraft to Lessee,  without  representation  or warranty except
                for the absence of Lessor Liens.

and adding a new clause (iii) thereto to read in its entirety as follows:

                "(iii) Lessor may exercise,  in addition to all other rights and
                remedies granted to it in this Lease and in any other instrument
                or agreement securing, evidencing or relating to this Lease, all
                rights  and  remedies  of a  secured  party  under  the New York
                Uniform Commercial Code."

         7. Section 22(d) is amended in its entirety to read as follows:

                "This Lease  represents the entire agreement of the parties with
                respect to the subject  matter hereof and supersedes any and all
                prior understandings."

         8. A new Section 28 is inserted to read in its entirety as follows:

         "SECTION 28.      Grant of Security Interest.

                (a) As security for the due and punctual payment of all Rent and
                other  liabilities of Lessee  hereunder and the  performance and
                observance by the Lessee of all of the  covenants  made by it in
                this  Lease  or  in  any  agreement,   document  or  certificate
                delivered  in  connection  with this  Lease,  the Lessee  hereby
                grants to the Lessor a first lien on and a security  interest in
                all of the Lessee's right,  title and interest in the following,
                in each case,  as to each type of  property  below,  whether now
                owned or hereafter acquired by the Lessee,  wherever located and
                whether now or hereafter existing (the "Collateral"):

                            (i) the Aircraft,  including without limitation, the
                            Engines and all Parts and other accessories thereto;
<PAGE>
                            (ii) each sublease of the Aircraft, whenever entered
                            into,   together  with  all  renewals  of  any  such
                            sublease executed from time to time and all payments
                            of rent and all other  amounts due and to become due
                            thereunder;

                            (iii) all warranties  (including  without limitation
                            warranties of title, merchantability,  fitness for a
                            particular   purpose,   quality  and  freedom   from
                            defects)    and   rights   of    recourse    against
                            manufacturers,  assemblers,  sellers  and  others in
                            connection with the foregoing, if any;

                            (iv) all documents,  instruments,  chattel paper and
                            general  intangibles  held,  issued  or  arising  in
                            connection with any of the foregoing;

                            (v) all rents, issues, profits, products,  revenues,
                            earnings and other income of the  foregoing  and all
                            the  right,  title  and  interest  of  every  nature
                            whatsoever  of the  Lessee  in and to the  same  and
                            every part thereof; and

                            (vi)  all  proceeds  (including  without  limitation
                            insurance proceeds) of the foregoing.

                (b) This Lease shall  constitute a security  agreement under the
                New  York  Uniform   Commercial   Code.   Without  limiting  the
                generality of the foregoing,  it is the intent of the parties to
                this Lease that the security  interest granted herein constitute
                a "purchase money equipment security interest" in the Collateral
                for the  purposes  of Title 11 U.S.C.  Section  1110.  It is the
                intent  of the  parties  to  this  Lease,  that,  to the  extent
                consistent  with  the  provisions  of  Title  11  U.S.C.  or any
                analogous section of the Federal bankruptcy laws as amended from
                time to time,  title of the  Lessor  to the  Collateral  and the
                right of the  Lessor to take  possession  of the  Collateral  in
                compliance  with  the  provisions  of this  Lease  shall  not be
                affected by the  provisions  of the Federal  bankruptcy  laws as
                amended from time to time;  including,  without limitation,  the
                provisions  of  Section  362 or  363 of  such  Title,  or  other
                analogous part of any superseding statutes, as amended from time
                to time. The Lessee agrees,  to the extent  permitted by law, in
                any  bankruptcy  proceeding  that  it  will  not  challenge  the
                exercise by the Lessor of its rights  under  Section 1110 of the
                Bankruptcy Code or any successor statute.

                (c) The security interest granted herein constitutes a perfected
                security  interest in the Collateral in favor of the Lessor,  as
                security for this Lease,  and is prior to all other liens on the
                Collateral  in existence  on the date  hereof.  The Lessee shall
                maintain the  security  interest  created  herein as a perfected
                security interest having at least the priority  described herein
                and shall defend such security  interest  against the claims and
                demands of any and all persons whomsoever.
<PAGE>
                (d) The Lessee hereby  authorizes  the Lessor to take all action
                (including  without  limitation,   the  filing  of  any  Uniform
                Commercial Code financing  statements or amendments thereto with
                the  signature  of the Lessee)  which the Lessor may  reasonably
                deem  necessary or desirable to perfect or otherwise  obtain the
                benefits of the security interest.

         (e) At any time and from time to time,  upon the written request of the
Lessor and at the sole expense of the Lessee,  the Lessee will promptly and duly
execute and deliver such further instruments and documents and take such further
actions as the Lessor may  reasonably  request for the purpose of  obtaining  or
preserving  the full  benefits of this  security  interest and of the rights and
powers granted herein related to such interest,  including  without  limitation,
the  filing of any  financing  or  continuation  statements  under  the  Uniform
Commercial  Code in effect in any  jurisdiction  with  respect  to the  security
interest created hereby.

         9. Exhibit C to the Lease Agreement shall be amended in its entirety to
read as set forth in Exhibit C attached hereto.

         10. Exhibit E  ("Termination  Values") to the Lease  Agreement shall be
deleted in its entirety.

B.       MISCELLANEOUS.

         1. Except as set forth herein,  all terms and  provisions  contained in
the Lease Agreement shall remain in full force and effect.

         2. Lessee hereby confirms its agreement to pay to Lessor Basic Rent and
Supplemental Rent for the Aircraft throughout the Basic Lease Term in accordance
with Section 3 of the Lease Agreement.

         3. This Amendment No. 1 is being delivered in the State of New York and
shall in all respects be governed by, and construed in accordance with, the laws
of the State of New York,  including all matters of  construction,  validity and
performance.

         4. This Amendment No. 1 may be executed in several  counterparts,  each
fully-executed  counterparts  all of which shall be deemed an original,  and all
such  counterparts  shall constitute one and the same instrument.  To the extent
that this Amendment No. 1 constitutes  chattel paper, as such term is defined in
the Uniform  Commercial  Code as in effect in any  applicable  jurisdiction,  no
security interest in this Amendment No. 1 may be created through the transfer or
possession  of  any  counterpart  other  than  the  counterpart  marked  as  the
"Original."
<PAGE>
         IN WITNESS WHEREOF, Lessor and Lessee have caused Amendment No. 1 to be
duly executed and delivered as of the date and year first above written.


                             First Security Bank,  National  Association 
                             (successor  in interest to Firs Security Bank of
                             Utah,  N.A.), not in its individual capacity but
                             solely  as Owner  Trustee  for the benefit of 
                             Aircraft Income Partners L.P.
                                                  


                              By:_______________________





                              HAWAIIAN AIRLINES, INC.


                              By:  /s/Clarence K. Lyman
                                   --------------------
                                   Clarence K. Lyman
                                   Vice President-Finance, Treasurer
                                   and Assistant Corporate Secretary


                              By:  /s/Rae A. Capps
                                   ---------------
                                   Rae A. Capps
                                   Vice President, General Counsel
                                    and Corporate Secretary