THE COMMERCE TOWER OFFICE LEASE

THIS LEASE made this 2nd day of July, 1995, by and between TOSEI SHOJICO., LTD., a Japan corporation, whose principal place of business and post office address in the State of Hawaii is at 1440 Kapiolani Boulevard, Suite 1000, Honolulu, Hawaii 96814 (the "Landlord"), and CHEAP TICKETS, INC., a Hawaii corporation, whose principal place of business and post office address is at_______________________________________ (the "Tenant");

WITNESSETH:

That Landlord, in consideration of the rent herein reserved and of the covenants herein contained and on the part of Tenant to be observed and performed and upon and subject to the terms and conditions hereinafter set forth, does hereby lease unto Tenant, and Tenant does hereby lease from Landlord, that certain office space (the "Premises") located in the building known as The Commerce Tower (the "Building") located at 1440 Kapiolani Boulevard, Honolulu, Hawaii. The Building shall include such other structures as may now exist on the land on which the Building is located and the common areas, improvements and facilities thereon or which may in the future be constructed thereon (the "Property").

I. Specific Conditions of the Lease.

The following subparagraph s constitute all of the specific conditions of this Lease as referred to elsewhere in this Lease:

(A) Suite No. 800, consisting of approximately ten thousand one hundred fifty-eight (10,158) Rentable square feet of floor area on the eighth floor as indicated on the floor plan attached hereto as Exhibit "A" and made a part hereof for all purposes.

(B) (1) Tenant's Pro Rata Share of Operating Expenses (hereinafter defined), subject to modification as provided in paragraph 9 of Section III of this Lease: Eight and two thousand three hundred eighty-two ten thousandths’ percent (8.2382%).

(2) Tenant's Proportionate Share of Common Office Expenses (hereinafter defined) of the Building, subject to modification as provided in paragraph 9 of Section III of this Lease: Eight and nine thousand nine hundred seventy- three ten-thousandths percent (8.9973%).

(C) The term of this Lease shall be five (5) years and three (3) months (the "term "), commencing on the date on which Tenant's improvements are completed (the "Commencement Date"), and ending on midnight of the last day of the sixty-third (63rd) month (the "Termination Date") following such Commencement Date, unless sooner terminated as herein provided.

(D) Monthly Base Rent shall be as shown below:

Paragraphs (D) (2) through (D) (5) of Section I of this Lease, and all references in this Lease to said paragraphs, are hereby deleted.

Landlord and Tenant agree that the Monthly Base Rent for the Premises is conclusively established in the amounts set forth above, irrespective of the actual number of square feet of floor area of the Premises.

(E) (1) Tenant's share of initial estimated monthly Operating Expenses as provided in paragraph 9 of Section III of this Lease: $6,224.04.

(2) Tenant's share of initial estimated Common Office Expenses as provided in paragraph 9 of Section III of this Lease: $2,668.49.

(F) Amount of Security Deposit: $19,421.11

(G) Uses to be made of Premises: Travel related and general administrative office.

(H) Tenant's address for notice if other than the Premises:

__________________________________________________________

(I) Number of parking stalls for automobiles to be rented to Tenant: Three (3) reserved and seventeen (17) unreserved stalls for a total of twenty (20) parking stalls at prevailing rates.

Two (2) of the three (3) reserved parking stalls shall be free for the original term of this Lease.

Landlord shall make additional parking stalls available for rental by Tenant at the Landlord's prevailing rates if additional parking stalls are required by Tenant.

(J) Additional Terms and Conditions: Notwithstanding the provisions set forth elsewhere in this Lease, Landlord and Tenant agree as follows:

(1) Landlord's Improvements. Landlord, at Landlord's expense shall provide building standard "turn-key" improvements according to Exhibit "A".

In addition, Landlord shall provide:

(a) Basic quality mill work in the workroom, lunchroom and computer room;

(b) Raised flooring in the supervisor's office;

(c) Wood flooring in the reception area and two executive offices;

(d) Three (3)-ton auxiliary air conditioning unit in the computer room; and

(e) Four (4) additional VAV boxes for better air conditioning capacity.

The final construction costs shall be approved by Landlord.

(2) Option to Renew. Tenant shall have and is hereby given the option to extend the term of this Lease for an additional five (5) year period upon all the same terms and conditions as herein contained by serving notice thereof upon Landlord at least six (6) months before the expiration of the original Term. Upon the service of said notice, this Lease shall be extended upon all its terms and conditions for such additional five (5) year period without the necessity of the execution of any further instrument or documents; provided, however, that if at either the date of expiration of the original Term of this Lease or the date upon which Tenant exercises such option, Tenant is in default beyond any grace period herein provided in the performance of any of the terms or provisions of this Lease, any such exercise of Tenant's option to so extend the term of this Lease shall be and become null and void.

If Tenant exercises the option to extend the term of this Lease as herein above provided, the Monthly Base Rent for the five (5) year extension period shall be ninety-five (95%) percent of the fair market rental charged for premises similar to the Premises in the Kapiolani Business District; provided, however, that the Monthly Base Rent shall in no event be lower than the Monthly Base Rent established for the last month of the period immediately preceding the extended term.

First Opportunity to Lease. If at any time during the term of this Lease, any of the remaining spaces on the eighth floor of the Building become available for lease, Landlord shall notify Tenant of the availability of such space for lease and the terms and conditions upon which Landlord wishes to lease such space; provided, however, that the expiration of the term for the demise of such space shall be concurrent with the then remaining term of this Lease, the monthly base rent per square foot for such space shall be the same as the Monthly Base Rent then being charged under this Lease, and Landlord shall provide building standard "turn-key" improvements for such space equivalent to Landlord's Improvements under this Lease; provided, further, that.......

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