Parties/Date:

This Sublease, by and between LEVI STRAUSS& CO., a Delaware corporation ("Sublandlord"), and CHEAP TICKETS INC., a Hawaii corporation ("Subtenant"), is dated, for reference purposes only, the 1st day of June, 1998. This Sublease is subject to the Office Lease by and between Tosei Properties, Inc., a Hawaii corporation (as successor-in-interest to Tosei Shoji Co., Ltd., a Japan corporation), as Landlord, and Levi Strauss& Co., as Tenant, dated November 9, 1995 (the "Master Lease"), a copy of which is attached as Exhibit A.

Premises:

The space designated as Suite 920 at 1440 Kapiolani Boulevard, Honolulu, Hawaii, consisting of approximately 2,854 rentable square feet.

Commencement Date:

June 1, 1998.

Term:

Twenty-Nine (29) months and fourteen (14) days, terminating on November 14, 2000.

Base Rent:

$ 4,709.10 per month, subject to adjustment in accordance with Paragraph 3 of the Sublease.

Use:

General office and otherwise as provided in the Master Lease.