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                                                                    Exhibit 10.4

LETTER OF INTENT FOR A 35M HIGH SPEED PASSENGER
CATAMARAN FERRY - PREPARED FOR LIGHTHOUSE
HOLDINGS/NEW YORK FAST FERRY BY R.E. DERECKTOR, INC.

3/15/00

Lighthouse Holdings/New York Fast Ferry

Dear John Koenig:

The undersigned, Robert E. Derecktor, Inc., is pleased to propose to you the
sale of one 35m passenger ferry to be constructed by the undersigned, subject to
the general terms and conditions set forth in the "Summary of Terms" transmitted
herewith (the "Summary of Terms") the terms of which are incorporated herein by
reference.  Defined terms used herein are used with the meaning assigned to such
terms in the Summary of Terms.

To initiate the construction of the vessel Robert E. Derecktor we will prepare a
builders specification and general arrangement plans to a non-refundable deposit
of twenty-five thousand dollars ($25,000).  If you decide to proceed with the
construction of the ferry once the plans and specifications are completed, then
the initial deposit above will be applied to the down payment on the ferry.

If you find this proposal acceptable, please (i) execute the enclosed copy of
this proposal letter in the same space provided and initial each page of the
Summary of Terms, (ii) return the same by facsimile and courier to the above
address and (iii) cause the Initial Deposit to be wired to the Payment Account.
If we do not receive an executed copy of this proposal and the Initial Deposit
prior to March 31st, 2000, or such later date as the undersigned shall agree in
writing (the "proposed Expiry Date"), this proposal shall terminate.

If we receive a copy of this proposal executed by Buyer and the Initial Deposit
as above provided prior to the Proposed Expiry Date, the Shipbuilder shall
reserve building slots for construction of the Vessel, subject to prior
commitments and each of us agree to negotiate in good faith with a view to
executing the Shipbuilding Agreement on or prior to March 15th, 2000, or such
later date as the parties shall agree in writing (the "Documentation Deadline").

If the Shipbuilding Agreements have not been entered into by the parties prior
to the Documentation Deadline, the obligations of the parties hereunder and
under the Summary of Terms (except those which by their terms survive such
termination) shall terminate and the Shipbuilder shall retain the Initial
Deposit theretofore received by the Shipbuilder.


Agreed:

Light House Holdings/New York Fast Ferry

By: /s/Anthony T. Colasanti        Title: Vice President
   ------------------------              ---------------
   Anthony T. Colasanti

R.E. DERECKTOR, INC.

By:                                Title:
   ------------------------              ---------------
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                               Summary of Terms
                               ----------------


Shipbuilder:                        Robert E. Derecktor, Inc.

Purchaser:                          Lighthouse Landing/New York Fast Ferry

Naval Architects:                   Nigel Gee and Associates Ltd.

Vessels:                            One vessel to be constructed by the
                                    Shipbuilder in accordance with the
                                    Preliminary Specifications attached hereto
as                                  Exhibit A and the Shipbuilding Agreements.
                                    With option for two additional vessels.

Purchase Price:                     Between Four Million seven hundred fifty
                                    thousand and Five Million United States
                                    Dollars ($4,75,000-$5,000,000) depending
                                    upon the final specification.

Deposits:                           Buyer shall pay the Shipbuilder an initial
                                    deposit (the "Initial Deposit") of twenty-
                                    five thousand ($25,000) on the date of
                                    signing of this proposal letter. Deposits
                                    shall be non-refundable and go towards the
                                    preparation of a Builder's Specification and
                                    General Arrangement plans. The Specification
                                    and General Arrangement plans are the
                                    property of Robert E. Derecktor, Inc. and
                                    Nigel Gee and Associates, Ltd. If the buyer
                                    decides to proceed with the vessel, the
                                    twenty five thousand dollars ($25,000) will
                                    be applied towards the construction deposit
                                    payment.

Payment Account:                    Bank of New York/County Region
                                    535 East Boston Post Rd.
                                    Mamaroneck, New York 10543
                                    ABA# 021-0000-18
                                    Credit to
                                    Robert E. Derecktor, Inc.
                                    A/C# 0080-200-250

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Shipbuilding Agreements:            The definitive shipbuilding agreements
                                    relating to each Vessel consistent with the
                                    terms of this proposal letter and containing
                                    such other terms and conditions as are
                                    customary in transactions of the type
                                    contemplated hereby and mutually
                                    satisfactory to the parties, the initial
                                    draft of which shall be prepared by the
                                    Shipbuilder's counsel. Each party shall be
                                    responsible for the fees and expenses of its
                                    own counsel.

Governing Law, Jurisdiction:        New York

Estimated Delivery Date:            Nine (9) months after the execution of the
                                    Shipbuilding Agreements after the execution
                                    of the Shipbuilding Agreements.  Later dates
                                    as may be permitted under the relevant
                                    Shipbuilding Agreement.

Inspection:                         Buyer shall have the right to inspect the
                                    Vessels during normal business hours,
                                    provided that such inspection does not
                                    interfere with the Shipbuilder's work.

Insurance:                          Prior to delivery of a Vessel, the
                                    Shipbuilder shall maintain customary
                                    builder's insurance over such Vessel in an
                                    amount equal to the aggregate amount of the
                                    Purchase Price previously paid by the Buyer
                                    to the Shipbuilder for such Vessel.

Taxes:                              Buyer will be responsible for all taxes,
                                    fees, customs duties and other governmental
                                    charges arising out of the transactions
                                    contemplated hereby, except income taxes
                                    imposed on the Shipbuilder.

Exclusivity:                        Buyer agrees that from the date this
                                    proposal letter is entered into and until
                                    the termination of this proposal letter, it
                                    will


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                                    exclusively negotiate with the Shipbuilder
                                    for construction of vessels similar to the
                                    Vessels. The Shipbuilder agrees that from
                                    the date this proposal letter is entered
                                    into and until the termination of this
                                    proposal letter, it will reserve building
                                    slots necessary for the timely completion of
                                    the Vessels.

Confidentiality:                    Each of Buyer and the Shipbuilder agree that
                                    this proposal letter, the exhibits hereto
                                    the Shipbuilding Agreements, the terms
                                    hereof and thereof shall be kept
                                    confidential; provided however, that nothing
                                    in this proposal letter or in the
                                    Shipbuilding Agreements is intended or may
                                    be construed to obligate either party hereto
                                    to refuse to provide information in respect
                                    to a lawful demand or order of any
                                    governmental agency or any court of
                                    competent jurisdiction. The requirement of
                                    confidentiality shall survive the
                                    termination of this proposal letter and/or
                                    the Shipbuilding Agreements.



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