Installment Note

Exhibit 10.4


INSTALLMENT NOTE


$4,700,000.00 St. Thomas, U.S.V.I.
February 15, 1997


FOR VALUE RECEIVED, RED HOOK PLAZA, INC., a U.S. Virgin Islands corporation (the "undersigned") promises to pay to SANFORD GRISHMAN AND MARILYN GRISHMAN, jointly and with full rights of survivorship (the "Lender"), or ORDER, the principal sum of FOUR MILLION SEVEN HUNDRED THOUSAND DOLLARS ($4,700,000.00), lawful money of the United States of America, with interest from the date hereof at a rate per annum equal to eight and three quarters percent (8.75%) calculated on a three hundred sixty (360) day basis. The said principal shall be payable at the office of the Lender in St. Thomas, U.S. Virgin Islands, or at such other place as the holder may, from time to time, designate in writing, in ninety-six (96) consecutive monthly installments of principal and interest, commencing one (1) year from the date hereof as follows: (1) ninety-five (95) consecutive monthly installments of THIRTY SIX THOUSAND NINE HUNDRED SEVENTY FOUR AND 92/100 DOLLARS ($36,974.92) each; and (ii) a ninety-sixth (96th), final installment comprised of the principal sum then outstanding together with all interest accrued but unpaid to the date of said final payment.


The undersigned acknowledges that the monthly installments of principal and interest to be made hereunder are designed to amortize the principal sum of this Note, bearing interest at the fixed rate of eight and three quarters percent (8.75%) per annum in three hundred sixty (360) consecutive equal monthly installments. Therefore, a substantial principal balance will remain due and shall be payable on the ninety-sixth (96th) final installment payment of principal and interest. Interest only on the principal sum outstanding shall be due and payable monthly commencing thirty (30) days from the date hereof and continuing until payments of principal and interest commence as hereinabove set forth.


AND IT IS ...