FIRST AMENDMENT

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                                                                  10(ii)(a)(3)

                                 FIRST AMENDMENT

         This First Amendment (the "Amendment") is made and entered into as of
the 12th day of March, 1997, by and between Equity Office Properties, L.L.C. as
agent for beneficial owner ("Landlord") and Great Hawaiian Properties
Corporation, a Delaware corporation, d/b/a American Hawaii Cruises ("Tenant").


                                   WITNESSETH

A.       WHEREAS, Landlord and Tenant are parties to that certain lease dated
the 30th day of May, 1995 currently containing approximately 37,367 rentable
square feet of space on the second (2nd) floor of the building commonly known as
Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 (the "Building"), which lease
has not been previously amended or assigned (the "Lease"); and

B.       WHEREAS, Tenant and Landlord mutually desire that the Lease be amended
on and subject to the terms and conditions hereinafter set forth;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
follows:

         I.       AMENDMENT. Landlord and Tenant agree that the Lease shall be
amended in accordance with the following terms and conditions:

A.       Commencement Dates

         Notwithstanding anything to the contrary in Sections I.A.3.a, b, c or
in Section III.A. of the Lease, the Commencement Dates for the Premises are the
following:

         1.       The Premises A Commencement Date is bifurcated. It is July 1,
                  1994 as applicable to the 12,482 rentable square feet
                  colloquially referred to as the "Reservation Area." It is
                  September 9, 1994 as applicable to the 5,250 rentable square
                  feet colloquially referred to as the "MIS Area."

         2.       The Premises B Commencement Date is August 19, 1994.

         3.       The Premises C Commencement Date is June 1, 1995.

The Termination Date as to the entire Premises is December 31, 2004.

B.       Base Rental

         Exhibit B-1 is deleted from the Lease in its entirety, and Exhibit A
attached hereto and by this reference made a part hereof is substituted
therefor.

C.       Base Rental Abatement. Landlord and Tenant acknowledge and agree that
Tenant's obligation to pay Base Rental in accordance with the provisions of
Exhibit A attached hereto shall be fully abated for the period beginning July 1,
1994 and ending May 15, 1998. The total amount of such Base Rental abated during
such period is $578,323,87. Such Base Rental Abatement shall be in full and
complete satisfaction of Landlord's obligation to xxxxx Base Rental as described
in the fourth (4th), fifth (5th) and sixth (6th) sentences of Paragraph 1.A and
in Paragraph 1.B of Exhibit E to the Lease.

D.       Right of First Refusal. Landlord and Tenant acknowledge and agree that
space shown as dotted on Exhibit A-1 of the Lease and specifically identified
thereon as Suite 212 and labeled "World Express Travel" is not Refusal Space for
the purposes of Paragraph 2 of Exhibit E to the Lease, and Tenant acknowledges
and agrees that Tenant has no Right of First Refusal as to said Suite 212.
Landlord and Tenant acknowledge and agree that Tenant has a Right of First
Refusal only on the dotted space shown on Exhibit A-1 of the Lease and
identified thereon as Suite 267 and labeled as "Cyborg Solution Center."

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E.       Members Advantage Credit Union. Landlord acknowledges and agrees that
Tenant has completely satisfied its reimbursement obligations pursuant to
Paragraph 6 of Exhibit E of the Lease. Accordingly, the provisions of said
Paragraph 6 of Exhibit E of the Lease are deleted in their entirety and are
null, void and of no further force and effect.

F.       Temporary Space and Signage. Landlord and Tenant acknowledge and agree
that Paragraphs 7 and 8 of Exhibit E to the Lease are deleted in their entirety
and are null, void and of no further force and effect.

G.       License Agreement to Use Roof Space. Landlord and Tenant acknowledge
and agree that Exhibit G-2 is deleted from the Lease in its entirety and its
provisions are null, void and of no further force and effect. The license to use
the roof of the Building is hereby revoked, and Tenant agrees to eliminate as
soon as reasonably practical any roofdeck or roof penetrations, to repair any
damage caused by their installation or removal, and to restore the roof to the
condition in which it existed prior to the execution of the Lease. Any and all
such repair and removal work shall be performed at Tenant's sole cost and
expense and in accordance with Article X.B of the Lease.

H.       Guaranty. Tenant acknowledges and agrees that, by oversight, the
Guaranty attached hereto as Exhibit B was not signed contemporaneously with the
Lease and that Landlord's willingness to enter into this Amendment is
conditioned upon the execution of the attached Exhibit B by Guarantor
simultaneous with Tenant's execution of this Amendment.

I.       Entry by Landlord. Article XII of the Lease shall be amended by
deleting the parenthetical "(during the final 6 months of the Lease Term)" from
the first sentence of Article XII and substituting the following therefor:
"(during the final six months of the Lease Term; provided, however, with regard
to Premises C, Landlord shall have the right to enter Premises C to show
Premises C to prospective tenants throughout the Lease Term)".

J.       Landlord's Termination Option. The following shall be added as a new
Paragraph 10 to Exhibit E to the Lease:

         Landlord Termination Option. Landlord shall have the right from and
         after the Effective Date at Landlord's cost and expense to market
         Premises C for lease to third parties and should Landlord identify a
         bona fide prospective tenant who evidences an interest in leasing
         Premises C on terms Landlord would be willing to accept ("Third Party
         Interest"), Landlord shall have the further right and option (the
         "Premises C Termination Option") to be exercised on thirty (30) days'
         prior notice to Tenant to terminate this Lease as to the space
         measuring approximately 6,707 rentable square feet and identified as
         Premises C in the Lease. Tenant agrees to vacate and surrender
         possession of Premises C on and as of the effective date of Landlord's
         termination just as if that were the scheduled Termination Date of the
         Lease for Premises C; provided that Tenant, within five (5) days after
         receipt of Landlord's notice of termination, shall have the right to
         lease said Premises C or whatever portion thereof is covered by the
         Third Party Interest on the same terms and conditions as in this Lease
         in which case Landlord's notice of termination shall be null and void
         and of no further force and effect. In the event of this Lease's being
         terminated as to Premises C, Landlord shall prepare an amendment to the
         Lease to reflect changes in the Premises, Rentable Area of the
         Premises, Tenant's Pro Rata Share, and any other affected terms and
         shall submit same to Tenant within a reasonable time following five (5)
         days after Landlord's exercise of its Termination Option. Tenant agrees
         to execute same within ten (10) days following receipt of the amendment
         from Landlord. Tenant specifically acknowledges and agrees that should
         Landlord exercise the Premises C Termination Option and Tenant does not
         elect to continue to lease same on the terms of this Lease, Premises C
         and the Rentable Area of Premises C shall no longer be subject to the
         Lease, but Base Rental as reflected on Exhibit A to this Amendment
         shall not be reduced so long as the Base Rental Abatement has not been
         fully exhausted in accordance with the provisions of Paragraph C of
         this Amendment.

         II.      EFFECTIVE DATE. This Amendment shall become effective as of,
on and after September 1, 1996 (the "Effective Date") and shall continue in
effect until otherwise amended by the parties in writing or until expiration or
sooner termination of the Lease.


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         III.     MISCELLANEOUS.

                  A. This Amendment sets forth the entire agreement between the
                  parties with respect to the matters set forth herein. There
                  have been no additional oral or written representations or
                  agreements.

                  B. Except as herein modified or amended, the provisions,
                  conditions and terms of the Lease shall remain unchanged and
                  in full force and effect.

                  C. In the case of any inconsistency between the provisions of
                  the Lease and this Amendment, the provisions of this Amendment
                  shall govern and control.

                  D. Submission of this Amendment by Landlord is not an offer to
                  enter into this Amendment but rather is a solicitation for
                  such an offer by Tenant. Landlord shall not be bound by this
                  Amendment until Landlord has executed and delivered the same
                  to Tenant.

                  E. The capitalized terms used in this Amendment shall have the
                  same definitions as set forth in the Lease to the extent that
                  such capitalized terms are defined therein and not redefined
                  in this Amendment.

                  F. This Amendment shall be of no force and effect unless and
                  until accepted by any guarantors of the Lease, who by signing
                  below shall agree that their guarantee shall apply to the
                  Lease as amended herein.

         IN WITNESS WHEREOF, Landlord and Tenant have duly executed this
Amendment as of the day and year first above written.

WITNESSES; ATTESTATION             LANDLORD:  EQUITY OFFICE PROPERTIES,
                                              L.L.C., as Agent for beneficial 
                                              owner

                                   By:   
                                        ---------------------------------------
                                   Name:  Xxxxxxx Xxxxxxxx
-----------------------------
Name (print):                      Title: Senior Vice President-Asset Management
             ----------------

                                   TENANT:  GREAT HAWAIIAN PROPERTIES
                                            CORPORATION, a Delaware
                                            corporation d/b/a American Hawaii
                                            Cruises

                                   By:  
------------------------------          ---------------------------------------
Name (print):                      Its:  
             -----------------          ---------------------------------------

                                   GUARANTOR:

------------------------------     GREAT HAWAIIAN CRUISE LINE, INC., a
Name (print):                                              corporation
             -----------------     -----------------------

                                   By:  
                                       ---------------------------------------
                                   Its:  
                                       ---------------------------------------


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                                    EXHIBIT A

                             SCHEDULE OF BASE RENTAL

         This Exhibit is attached to and made a part of the First Amendment
dated         , 1997 by and between Equity Office Properties, L.L.C., as agent
for Beneficial Owner ("Landlord") and Great Hawaiian Properties Corporation, a
Delaware corporation, d/b/a American Hawaii Cruises ("Tenant") for space in the
Building located at Two North Riverside.

         A. Tenant shall pay Landlord the sum of One Million Eight Hundred Sixty
Five Thousand Five Hundred Twenty Nine and 88/100's Dollars ($1,865,529.88) as
Base Rental for the Lease Term in monthly installments as follows:

         1. One (1) monthly installment of $4,160.67 payable on or before the
         first day of July 1994 as applicable to the period beginning July 1,
         1994, and ending July 31, 1994.

         2. One (1) monthly installment of $5,967.81 payable on or before the
         first day of August 1994 as applicable to the period beginning August
         1, 1994, and ending August 31, 1994.

         3. One (1) monthly installment of $9,753.33 payable on or before the
         first day of September 1994 as applicable to the period beginning
         September 1, 1994 and ending September 30, 1994.

         4. Eight (8) equal monthly installments of $10,220.00 payable on or
         before the first day of each month during the period beginning October
         1, 1994, and ending May 31, 1995.

         5. One (1) monthly installment of $12,455.67 payable on or before the
         first day of June 1995 as applicable to the period beginning June 1,
         1995 and ending June 30, 1995.

         6. Twelve (12) equal monthly installments of $12,953.90 each payable on
         or before the first day of each month during the period beginning July
         1, 1995, and ending June 30, 1996.

         7. Twelve (12) equal monthly installments of $13,472.06 each payable on
         or before the first day of each month during the period beginning July
         1, 1996, and ending June 30, 1997.

         8. Twelve (12) equal monthly installments of $14,010.94 each payable on
         or before the first day of each month during the period beginning July
         1, 1997, and ending June 30, 1998.

         9. Twelve (12) equal monthly installments of $14,571.38 each payable on
         or before the first day of each month during the period beginning July
         1, 1998, and ending June 30, 1999.

         10. Twelve (12) equal monthly installments of $15,154.24 each payable
         on or before the first day of each month during the period beginning
         July 1, 1999, and ending June 30, 2000.

         11. Twelve (12) equal monthly installments of $15,760.41 each payable
         on or before the first day of each month during the period beginning
         July 1, 2000, and ending June 30, 2001.

         12. Twelve (12) equal monthly installments of $16,390.83 each payable
         on or before the first day of each month during the period beginning
         July 1, 2001, and ending June 30, 2002.
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         13. Twelve (12) equal monthly installments of $17,046.46 each payable
         on or before the first day of each month during the period beginning
         July 1, 2002, and ending June 30, 2003.

         14. Eighteen (18) equal monthly installments of $17,728.32 each payable
         on or before the first day of each month during the period beginning
         July 1, 2003, and ending December 31, 2004.

         B. All such Base Rental shall be payable by Tenant in accordance with
the terms of Article V of the Lease.


         IN WITNESS WHEREOF, Landlord and Tenant have entered into this Lease as
of the date first written above.

WITNESSES; ATTESTATION              LANDLORD: EQUITY OFFICE PROPERTIES,
                                              L.L.C., as Agent for beneficial 
                                              owner

                                     By:                                       
                                        ---------------------------------------
                                        Name: Xxxxxxx Xxxxxxxx
-------------------------------
                                        Title:  Senior Vice President-Asset 
-------------------------------                 Management



                                     TENANT:  GREAT HAWAIIAN PROPERTIES
                                              CORPORATION, a Delaware
                                              corporation, d/b/a American Hawaii
                                              Cruises

                                      By:
-------------------------------          --------------------------------------
                                      Its:
-------------------------------          --------------------------------------
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                                    EXHIBIT B

                      GUARANTY OF LEASE DATED MAY 30, 1995
                    BETWEEN EQUITY OFFICE PROPERTIES, L.L.C.
                   AS AGENT FOR BENEFICIAL OWNER ("LANDLORD")
                   AND GREAT HAWAIIAN PROPERTIES CORPORATION,
        A DELAWARE CORPORATION, D/B/A AMERICAN HAWAII CRUISES ("TENANT")


         FOR VALUE RECEIVED and in consideration for and as an inducement to
EQUITY OFFICE PROPERTIES, L.L.C., as Agent for Beneficial Owner ("Landlord") to
lease certain real property to GREAT HAWAIIAN PROPERTIES CORPORATION, A DELAWARE
CORPORATION, D/B/A AMERICAN HAWAII CRUISES as Tenant ("Tenant"), pursuant to a
lease (the "Lease") of even date herewith, the undersigned does hereby
unconditionally and irrevocably guarantee to Landlord the punctual payment of
all Rent, (as such term is defined in the Lease) payable by Tenant under the
Lease throughout the term of the Lease and any and all renewals and extensions
thereof in accordance with and subject to the provisions of the Lease, and the
full performance and observance of all other terms, covenants, conditions and
agreements therein provided to be performed and observed by Tenant under the
terms of the Lease, for which the undersigned shall be jointly and severally
liable with Tenant. If any default on the part of Tenant shall occur under the
Lease, the undersigned does hereby covenant and agree to pay to Landlord in each
and every instance such sum or sums of money and to perform each and every
covenant, condition and agreement under the Lease as Tenant is and shall become
liable for or obligated to pay or perform under the Lease, together with the
costs reasonably incurred by Landlord in connection therewith, including without
limitation reasonable attorneys' fees. Such payments of Rent and other sums
shall be made monthly or at such other intervals as the same shall or may become
payable under the Lease, including any accelerations thereof, all without
requiring any notice from Landlord (other than any notice required by the Lease)
of such non-payment or non performance, all of which the undersigned hereby
expressly waives.

         The maintenance of any action or proceeding by Landlord to recover any
sum or sums that may be or become due under the Lease and to secure the
performance of any of the other terms, covenants and conditions of the Lease
shall not preclude Landlord from thereafter instituting and maintaining
subsequent actions or proceedings for any subsequent default or defaults of
Tenant under the Lease. The undersigned does hereby consent that without
affecting the liability of the undersigned under this Guaranty and without
notice to the undersigned, time may be given by Landlord to Tenant for payment
of Rent and such other sums and performance of said other terms, covenants and
conditions, or any of them, and such time extended and indulgence granted, from
time to time, or Tenant may be dispossessed or Landlord may avail itself of or
exercise any or all of the rights and remedies against Tenant provided by law or
by the Lease, and may proceed either against Tenant alone or jointly against
Tenant and the undersigned or against the undersigned alone without first
prosecuting or exhausting any remedy or claim against Tenant. The undersigned
does hereby further consent to any subsequent change, modification or amendment
of the Lease in any of its terms, covenants or conditions, or in the Rent
payable thereunder, or in the premises demised thereby, or in the term thereof,
and to any assignment or assignments of the Lease, and to any subletting or
sublettings of the premises demised by the Lease, and to any renewals or
extensions thereof, all of which may be made without notice to or consent of the
undersigned and without in any manner releasing or relieving the undersigned
from liability under this Guaranty.

         The undersigned does hereby agree that the bankruptcy of Tenant shall
have no effect on the obligations of the undersigned hereunder. The undersigned
does hereby further agree that in respect of any payments made by the
undersigned hereunder, the undersigned shall not have any rights based on
suretyship, subrogation or otherwise to stand in the place of Landlord so as to
compete with Landlord as a creditor of Tenant, unless and until all claims of
Landlord under the Lease shall have been fully paid and satisfied.
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         Neither this Guaranty nor any of the provisions hereof can be modified,
waived or terminated, except by a written instrument signed by Landlord. The
provisions of this Guaranty shall apply to, bind and inure to the benefit of the
undersigned and Landlord and their respective heirs, legal representatives,
successors and assigns. The undersigned, if there be more than one, shall be
jointly and severally liable hereunder, and for purposes of such several
liability the word "undersigned" wherever used herein shall be construed to
refer to each of the undersigned parties separately, all in the same manner and
with the same effect as if each of them had signed separate instruments, and
this Guaranty shall not be revoked or impaired as to any of such parties by the
death or another party or by revocation or release of any obligations hereunder
of any other party. This Guaranty shall be governed by and construed in
accordance with the internal laws of the state where the premises demised by the
Lease are located. For the purpose solely of litigating any dispute under this
Guaranty, the undersigned submits to the jurisdiction of the courts of said
state.

         IN WITNESS WHEREOF, the undersigned has executed this Guaranty as of
the date of the Lease.


                                             GUARANTOR:

ATTEST/WITNESS:                              GREAT HAWAIIAN CRUISE LINE, INC.,
                                             a 
                                               --------------------------------
                                             By:             
--------------------------------               --------------------------------
Name (print):                                Name:           
             -------------------               --------------------------------
                                             Title:          
--------------------------------               --------------------------------
Name (print):                               
             -------------------


STATE OF                   )
          ---------------- ) SS
COUNTY OF                  )
          ----------------
          
         BE IT REMEMBERED, that on the     day of        , 1995, before me, a
Notary Public in and for said County personally appeared            , by
       , its                President, the GUARANTOR in the foregoing GUARANTY 
who acknowledged that the signing thereof was the duly authorized act and deed
of said corporation and his free and voluntary act and deed as said officer for
the uses and purposes therein mentioned.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal on the day and year first above written.



                                            -----------------------------------
                                            Notary Public


My Commission Expires:

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