SETTLEMENT AGREEMENT This Settlement Agreement (Agreement) is entered into as of the ____ day of August, 2011 (Effective Date),

by OUTRIGGER HOTELS HAWAII, a Hawaii limited partnership, with its principal place of business and mailing address at 2375 Kuhio Avenue, Honolulu, Hawaii 96815 (OHH), and CRUISE ISLAND ADVENTURE INC., a ________________ corporation, with its principal place of business and mailing address at Unit 3 South Way Condominium, Mayapis St. San Antonio, Makati City, Philippines (CIA). Each of OHH and CIA is a Party to this Agreement and together, they are the Parties. RECITALS WHEREAS, CIA is the owner of a resort located at San Antonio, Makati City, Philippines, which CIA has called "Anilao Outrigger Resort" (the Resort); and WHEREAS, on May 18, 2010 CIA filed an application with the Philippine Trademark Office (the "Agency") to register the mark ANILAO OUTRIGGER RESORT and Design (the "Application"); and WHEREAS, when OHH became aware of CIAs attempt to register the ANILAO OUTRIGGER RESORT and Design mark, OHH filed an opposition to the Application on February 23, 2011 (the Agency Proceeding); and WHEREAS, the Parties have been in communication since June, 2011 in regard to the various issues in dispute between them; and WHEREAS, both OHH and CIA desire to settle all of the outstanding issues related to their dispute, including without limitation those specifically raised in the Agency Proceeding and those related to the issues and matters arising from, but not necessarily part of, the Agency Proceeding, and in connection with the settlement, OHH and CIA intend that, in exchange for all of the covenants and conditions set forth in this Agreement, each Party shall provide to the other a full release of any and all claims, losses, damages and liability that they may have against each other. NOW, THEREFORE, in consideration of the above-referenced premises, the compromise and settlement of the disputes, the mutual releases stated below, and other good and valuable consideration, the adequacy, sufficiency and receipt of which are hereby acknowledged, OHH and CIA hereby agree as follows: 1. Definitions. In addition to the other defined terms contained in this Agreement, the following words shall have the following meanings: (a) Affiliate means any parent, subsidiary, or related corporation or other entity or person that is subject to a Partys control or in which the Party, or any officer, director, employee or stockholder of a Party possesses at least a 50% ownership share. (b) including or include means including without limitation, unless expressly stated otherwise.

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2.

New Trade Name, Trademark, Logo, and Resort Name.

(a) No later than July 1, 2012, CIA hereby agrees to cease all use of (i) the term OUTRIGGER as a trade name, trademark, or resort name, and (ii) the outrigger canoe logo that is shown on the www.outrigger.com.ph website (the "Current CIA Website"), a copy of which is shown on Exhibit A attached to this Agreement and made a part hereof (the "Outrigger Canoe Logo"), and to remove the term OUTRIGGER and the Outrigger Canoe Logo from all places in which they are used, including on the Resort; any website, including the Current CIA Website; any of CIA's employee uniforms; and any other marketing materials on or in which the term OUTRIGGER or the Outrigger Canoe Logo now appear. (b) In order to achieve a rebranding of the Resort, CIA agrees to develop a new trade name under which to operate the Resort and a new logo (collectively, the "New CIA Marks") in accordance with the following schedule: (i) On or before September 30, 2011, CIA shall preliminarily select a new trade name for the Resort that does not contain the term OUTRIGGER. (ii) On or before November 1, 2011, CIA shall provide to OHH written notice of the new trade name for the Resort and a sample of the design for CIA's new logo, including full color specimens of the proposed New CIA Marks, all of which shall be subject to OHH's written approval. OHH shall notify CIA within ten (10) business days after receipt of notice from CIA as to whether OHH approves the proposed New CIA Marks, or disapproves, and if OHH disapproves the proposed New CIA Marks, OHH shall provide reasons therefor, whereupon CIA shall revise the proposed New CIA Marks to address OHH's concerns. This process shall continue until OHH has approved the New CIA Marks. (iii) On or before December 1, 2011 (the "Rebranding Date"), CIA shall complete the final design for its new logo and shall select the final new trade name for the Resort. (c) In achieving its rebranding of the Resort, CIA agrees to abide by and comply with the OHH excluded criteria (Excluded Criteria). For purposes of this Agreement, complying with and abiding by the Excluded Criteria, and variations of that phrase, shall mean that CIA shall refrain from developing any new trade name for the Resort and any new logo that either includes any of the Excluded Criteria or any word, phrase, logo, design, or color that is so confusingly similar to any of the Excluded Criteria that it is likely to create confusion among consumers and lead consumers into the mistaken belief that an association or affiliation exists between CIA and OHH. (d) The following are the Excluded Criteria: (i) Excluded words and phrases (OHH Marks): ALWAYS A WARM ISLAND WELCOME OHANA OUTRIGGER REZSTAR (ii) Excluded designs: (Outrigger Logos). See Exhibit B attached to and made a part of this Agreement.
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(iii)

Excluded colors: Teal (in particular, Pantone 3155C) Gray (in particular, Pantone 432C) See Exhibit B attached to and made a part of this Agreement.

3.

CIAs Current Website and New Website.

(a) CIA hereby agrees to remove all uses of the term OUTRIGGER and the Outrigger Canoe Logo from its current website at www.outrigger.com.ph (the Current CIA Website) by the Rebranding Date. (b) Beginning on the Effective Date and continuing until CIA has removed all uses of the term OUTRIGGER and the Outrigger Canoe Logo from its current website (i.e., by the Rebranding Date), CIA will display the following disclaimer conspicuously in the footer of the Current CIA Website: CRUISE ISLAND ADVENTURE INC, THE OWNER OF THE RESORT, IS NOT AFFILIATED WITH OUTRIGGER HOTELS HAWAII, A HAWAII LIMITED PARTNERSHIP ("OHH"), WHICH IS THE OWNER OF THE OUTRIGGER NAME. OHH AND ITS AFFILIATED COMPANIES DO NOT OPERATE ANILAO OUTRIGGER RESORT. (c) On or before the Rebranding Date., CIA will register a domain name that (i) has been approved by OHH and (ii) complies with and abides by the Excluded Criteria. This URL implementing this new domain name will locate CIAs new website (New CIA Website). CIA shall have sole discretion in developing content for its New CIA Website, provided, however, that CIA agrees that all content, including all text and graphics, on the New CIA Website will at all future times comply with the Excluded Criteria (d) Within ten (10) days after the Effective Date, CIA will transfer the domain name www.outrigger.com.ph to OHH. Once OHH has ownership and control of the domain name, and once CIA has established its New CIA Website, OHH will configure www.outrigger.com.ph to automatically refer internet users to the New CIA Website beginning on a date requested by CIA, but in no event later than the Rebranding Date, and ending on July 1, 2012. 4. Resort Goods and Employee Uniforms. CIA hereby agrees to implement new uniforms for the employees of the Resort and new goods used at the Resort (soaps, shampoos, towels, etc.) that contain the OUTRIGGER term or the Outrigger Canoe Logo. CIAs new uniforms and new Resort goods shall comply with and abide by the Excluded Criteria and shall be implemented no later than the Rebranding Date. [Note: this applies only if the employee uniforms have OUTRIGGER or the Outrigger Canoe Logo on them.] 5. CIAs Signage. CIA hereby agrees that, no later than the Rebranding Date: (a) any signage that contains the term OUTRIGGER or the Outrigger Canoe Logo and that promotes the Resort will be removed, and (b) any new signage that promotes or identifies the Resort will comply with and abide by the Excluded Criteria.

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6.

CIAs Printed Marketing Materials.

(a) CIA hereby agrees that it will cease all use of the term OUTRIGGER and of the Outrigger Canoe Logo in printed marketing materials no later than the Rebranding Date. The exceptions to the foregoing are: (i) _________ printed marketing materials for CIA, which were recently published for the period _______, and (ii) the __________ booklets that were printed on behalf of CIA and that include coupons for "Anilao Outrigger Resort" that expire on _____________. [Need to determine whether there are any exceptions] (b) CIA hereby agrees that all new printed marketing materials will comply with and abide by the Excluded Criteria. 7. Clothing, Hats, Cups, and Portable Goods for Sale. CIA hereby agrees to cease immediately all sales of clothing, hats, and other portable goods that do not comply with the Excluded Criteria. [Need to determine whether this applies.] 8. Commercial Liability Insurance. Until the Rebranding Date, CIA shall cause OHH and Outrigger Enterprises, Inc., a Hawaii corporation, to be named as additional insureds on CIA's commercial general liability insurance policy covering the Resort, and CIA shall, within ten (10) days of the Effective Date, provide a certificate of insurance that reflects compliance with this requirement. 9. Confidentiality. CIA and OHH each agree that this Agreement is confidential and that its confidentiality shall be preserved by both Parties, with the exception that the Agreement may be disclosed to a judicial authority for enforcement purposes in the Agency, in the courts of the Philippines, in the United States federal courts and in the courts of the State of Hawaii. CIA and OHH each agree that neither Party shall make a public statement in regard to this Agreement or the subject matter covered by this Agreement. 10. The Agency Proceeding. Within five (5) days of the Effective Date, CIA shall withdraw the Application pending at the Agency. 11. Costs and Fees. CIA and OHH each agree that each Party shall bear its own costs and fees in connection with the Agency Proceeding and in fulfilling its respective obligations under this Agreement, except as provided in Section 12 below. 12. Default; Remedies.

(a) Generally. Each Party agrees that its failure to comply with the terms and conditions of this Agreement shall constitute a material breach and a default, and the defaulting Party shall be liable for the other Partys costs and fees, including attorneys' fees, incurred in connection with enforcing the Agreement against the defaulting Party. (b) Liquidated Damages. The Parties further agree that, if a material breach and default by CIA of this Agreement occurs, OHH will sustain damages in an amount that would be impractical and difficult to estimate. Such damages would include legal fees and costs and damage to the image and reputation of OHH. Therefore, the Parties further agree that, in the event of CIA's default, CIA shall pay to OHH, as liquidated damages for CIA's default, US$20,000.00, for each and every month in which such default shall continue. The Parties agree that such monthly amount is a reasonable estimate of the total net detriment that OHH would suffer as a result of CIA's default.

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13.

OHHs Intellectual Property Rights.

(a) CIA hereby acknowledges OHHs prior ownership rights in, and the distinctiveness of, OHHs OUTRIGGER trademark and of the Outrigger Logo, and CIA agrees never to contest OHHs ownership rights in the OUTRIGGER trademark and the Outrigger Logo in the future. (b) CIA hereby agrees never, in the future, to use any d/b/a name and never to use or register any trade name, business name, company name, limited liability company name, trademark, service mark, design mark, logo, certification mark, or any other branding design or graphic logo which contains, or is confusingly similar to, the OUTRIGGER trademark or the Outrigger Logo. 14. Cooperation to Minimize Consumer Confusion. CIA and OHH hereby agree to cooperate on an ongoing basis to minimize, in the future, any potential consumer confusion that may arise due to any perceived similarity between their respective trademarks, service marks, logos, and trade names. 15. Mutual Releases.

(a) Subject to the fulfillment of all obligations under this Agreement, CIA, for itself and its current and former officers, directors, partners, employees, agents, shareholders, managers, representatives, successors and assigns, does hereby release and forever discharge OHH, its Affiliates and their respective current and former officers, directors, partners, employees, agents, shareholders, managers, representatives, successors and assigns, of and from any and all claims, demands, liabilities or actions of any nature whatsoever, whether such claims, demands, liabilities or actions, as of the Effective Date, are known or unknown (Claims); provided, however, that Claims does not include the obligation of the Parties under this Agreement. (b) Subject to the fulfillment of all obligations under this Agreement, OHH, for itself and its current and former officers, directors, partners, employees, agents, shareholders, managers, representatives, successors and assigns, does hereby release and forever discharge CIA and its current and former officers, directors, partners, employees, agents, shareholders, managers, representatives, successors and assigns, of and from any and all Claims; provided, however, that Claims does not include the obligation of the Parties under this Agreement. 16. Applicable Law. The Agreement shall be construed and interpreted in accordance with the laws of the United States and of the State of Hawaii, without reference to that States law regarding choice of law. Any lawsuit arising out of, connected to, or relating to this Agreement shall be filed in the Agency or in state or federal courts in Honolulu, Hawaii, and each Party expressly agrees to jurisdiction and venue provided herein. 17. Entire Agreement. The Agreement constitutes the entire agreement and understanding between the Parties with respect to its subject matter, and supersedes and replaces any prior agreements and understandings, whether oral or written, between and among the Parties with respect to the subject matter. The provisions of the Agreement may be waived, altered, amended or repealed in whole or in part only through a written instrument agreed and signed by both Parties. 18. Partial Invalidity. If for any reason any provision of the Agreement shall be determined to be invalid or inoperative, the validity and effect of the other provisions hereof shall not be affected thereby.
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19. Successors and Assigns. All obligations, covenants and agreements herein shall bind and inure to the benefit of the respective heirs, executors, administrators, successors and assigns of the Parties hereto. 20. Power and Authority. Each Party represents, for itself, that (a) it has full power and authority to enter into this Agreement and to assume and perform all of such Party's obligations hereunder; (b) the execution and delivery of this Agreement and the performance by such Party of its obligations hereunder have been duly authorized by such action as may be required and no further action or approval is required in order to constitute this Agreement as a binding and enforceable obligation of such Party; and (c) this Agreement constitutes a legal, valid and binding obligation of such Party enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). 21. Execution in Counterparts; Electronic or Facsimile Signatures. This Agreement may be executed in counterparts, all of which, when taken together, shall constitute one binding Agreement. Facsimile signatures or emailed signatures via pdf file shall be deemed original signatures. [Remainder of page intentionally left blank]

OEG 52851.1

IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Effective Date above. OUTRIGGER HOTELS HAWAII By Outrigger Enterprises, Inc. Its General Partner By _____________________________ _______________________ Its _______________________ Dated: August ____, 2011 By _________________________ _____________________ Vice President Dated: August ____, 2011 CRUISE ISLAND ADVENTURE INC.

By _________________________ _____________________ President Dated: August ____, 2011

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Exhibit A

Exhibit A page 1 of 2
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Exhibit B Excluded Designs (Outrigger Logo)

Exhibit A page 1 of 2
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Exhibit A page 2 of 2
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Exhibit B Excluded Colors Teal (in particular, Pantone 3155C) Gray (in particular, Pantone 432C)

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