[Cardinal Letterhead]

         23 February, 2000

         Bruce Nierenberg
         Premier Cruise Lines
         400 Challenger Road
         Cape Canaveral, FL 32920

         Dear Mr. Nierenberg,

         The Board of Directors and I feel that your knowledge and experience
         would be a valuable asset to Cardinal. Therefore I would like to
         formally offer you a seat on the Cardinal Airlines' Board of Directors.

         Remuneration is described below and is per our conversation.

        1. 150,000 shares of common stock for your initial year on the Board of
           Cardinal.
        2. Options to purchase 20,000 shares of stock at the beginning of your
           second consecutive year on the Board at 80% of the IPO price
           or $8.00.
        3. After your second year, options to purchase 20,000 shares of stock
           at the beginning of each consecutive year that you shall be elected
           to serve on the Board at 80% of the market price of the common stock
           at the beginning of the year during which you will serve.

         I have enclosed a copy of the signed Written Action of the Board of
         Directors authorizing said remuneration.

         Sincerely,

         /S/ Lawrence A. Watson
         Lawrence A. Watson
         Chairman and President

         Accepted

         /S/ Bruce Nierenberg                                           3/20/00
         Bruce Nierenberg                                              Date




<PAGE>

                    WRITTEN ACTION OF THE BOARD OF DIRECTORS

                           OF CARDINAL AIRLINES, INC.

         The following actions were taken by the Board of Directors of Cardinal
Airlines, Inc. (the "Company") pursuant to Delaware Statutes, without holding a
meeting thereon, each of the undersigned waiving notice of a meeting regarding
such action.

     1. RESOLVED, that the number of the Corporation's Board of Directors be
increased to five directors.

     2. RESOLVED, that Bruce Nierenberg be elected to serve on the Board of
Directors to serve until his successor is duly elected and seated. Said election
being contingent upon Mr. Nierenberg's consenting to serve as a director.

     3. RESOLVED, that in the event Mr. Nierenberg consents to serve as a
director and in consideration of Mr. Nierenberg's consenting to serve as a
director of the Corporation for period of one (1) year, the Corporation issue
150,000 shares of its common stock to Mr. Nierenberg. Said shares of common
stock shall be restricted and shall bear the following restrictive legend:

         The securities represented by this certificate have been acquired
         pursuant to an investment representation on the part of the Purchaser
         thereof and have not been registered under the Securities Acts of any
         state in reliance on exemptions contained therein or the
         inapplicability thereof, and have not been registered under the
         Securities Act of 1933 (the 1933 Act) in reliance on exemptions
         therefrom. Said securities shall not be sold, pledged, hypothecated,
         donated, or otherwise transferred, whether or not for consideration, by
         the Purchaser except upon the issuance to Cardinal Airlines, Inc. (the
         "Company"), of a favorable opinion of its counsel and/or the submission
         to the Company of such other evidence as may be satisfactory to counsel
         of the Company, in either case to the effect that any such transfer
         shall not be in violation of the 1933 Act, as amended, and applicable
         state securities law.

         4. RESOLVED, that in the event Mr. Nierenberg is elected to serve as a
director of the Corporation for an additional one- (1) year period following his
initial one-year term, and should he consent to serve as a director of the
Corporation, the Corporation will issue to Mr. Nierenberg an option to purchase
an additional Twenty Thousand (20,000) shares of common stock at an exercise
price of Eight Dollars ($8.00) per share. Said option shall be exercisable by
Mr. Nierenberg for a period of two (2) years from the date of issuance. Said
option shall become effective upon the Corporation's issuance of a formal option
agreement upon terms and conditions acceptable to the Corporation and Mr.
Nierenberg.

         5. RESOLVED, that for each consecutive year that Mr. Nierenberg shall
be elected to serve as a director of the Corporation and he shall consent to act
as a director of the Corporation, the Corporation shall issue an additional
option to purchase an additional Twenty Thousand (20,000) shares of common stock
at an exercise price of eighty percent (80%) of the market at the beginning of
the year on which Mr. Nierenberg will serve on the Board. Said option(s) shall
be exercisable by Mr. Nierenberg for a period of two (2) years from the date of
issuance. Said option(s) shall become effective upon the Corporation's issuance
of a formal option agreement upon terms and conditions acceptable to the
Corporation and Mr. Nierenberg.
<PAGE>

         FURTHER RESOLVED, that the above-named officers are hereby directed to
execute all documents and do all actions required by law and are otherwise
desirable or necessary to cause such listing agreement to be ratified and
adopted.

                               WAIVER AND CONSENT

         The undersigned being all of the Directors of Cardinal Airlines, Inc.,
a corporation organized and existing under the laws of the State of Delaware, do
hereby waive all notice provided by the laws of the State of Delaware, or by the
Articles of Incorporation or the By-Laws of this corporation, of the time, place
and purpose of a special meeting of the Board of Directors of said corporation
for the purpose of adopting the above resolution.

Effective: _________________

/s/ Lawrence A. Watson                               /s/H. Lawrence Mason
----------------------------                        --------------------------
LAWRENCE A. WATSON                                   H. LAWRENCE MASON

/s/ Ted A. Walker                                    /s/ Vincent T. Paris
----------------------------                        --------------------------
TED A. WALKER                                        VINCENT T. PARIS