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                                                                    EXHIBIT 10.4

                                 PURCHASER NOTE

$1,027,768.34                                                       May 26, 1998

        FOR VALUE RECEIVED, New Arts Acquisition, Inc., a Delaware corporation
("Purchaser"), hereby promises to pay to the order of JMD Group, Inc., a
Virginia corporation ("Seller"), the principal sum of One Million Twenty-Seven
Thousand Seven Hundred Sixty-eight and 34/100 Dollars ($1,027,768.34), together
with interest as provided below on the unpaid principal balance of this
Promissory Note (this "Note") until paid in full in lawful money of the United
States.

        1. Terms and Conditions of Payments. The term of this Note shall be the
third (3rd) anniversary of Closing (the "Maturity Date") under that certain
Assets Purchase Agreement by and among Purchaser, National Insurance Group
("National"), Pinnacle Real Estate Tax Services, Inc. (formerly named Pinnacle
American Realty Tax Services, Inc.), Pinncale Real Estate Tax Services of New
York, Inc. (formerly named Pinnacle American Realty Tax Services of New York,
Inc.), Seller and American Realty Tax Services of New York, Inc., which
Agreement is August 15, 1997, as amended by Amendment No. 1, dated as of
September 18, 1997 (the "Purchase Agreement"). Purchaser shall pay Seller equal
quarterly payments of One Hundred Two Thousand Seven Hundred Seventy-six and
83/100 Dollars ($102,776.83) of principal and all interest accrued on the
outstanding balance thereafter, commencing on June 18, 1998. Any and all unpaid
amounts of principal, interest, costs and fees shall be paid on the Maturity
Date.

        2. Interest. The outstanding principal shall bear simple interest at a
rate equal to eight (8%) per annum. The rate of interest applicable hereunder
shall be calculated on the basis of actual days elapsed over a 365-day year.

        3. Late Payment Charge. If any payment due hereunder, including, but
not limited to, any final payment, is not received by Seller within ten (10)
calendar days after its due date, Purchaser shall pay a late payment charge
equal to five percent (5%) of the amount then due (including both principal and
interest).

        4. Default. This Note shall be in default if Purchaser fails or refuses
to perform any obligation under this Note and such nonperformance is continuing
for more than ten (10)


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days after the giving of written notice by Seller (an "Event of Default").

        5. Default Interest Rate. Upon an Event of the Default hereunder,
Seller, in Seller's sole and absolute discretion and without notice or demand,
may raise the rate of interest accruing on the unpaid principal balance hereof
by three (3) percentage points above the rate of interest otherwise applicable,
independent of whether Seller elects to accelerate the unpaid principal balance
as a result of such Event of Default. If judgment is entered against Purchaser
on this Note, the amount of the judgment entered (which may include principal,
interest, fees and costs) shall bear interest at the default interest rate
described in this paragraph, to be determined on the date of the entry of the
judgment.

        6. Assignment. This Note is not assignable by Seller, and any purported
assignment in violation of this Paragraph shall be void and of no effect.

        7. Application of Payments. All payments under this Note shall be
applied first to any costs, expenses and charges then due and payable by
Purchaser, second to accrued but unpaid interest, and then to outstanding
principal.

        8. Set Offs. Purchaser must pay the principal and interest payment as
provided herein, subject, however, to reduction under Purchaser's right of
set-off pursuant to Section 9.7 of that certain Purchase Agreement executed of
even date herewith between Purchaser and Seller.

        9. Waiver Regarding Notice. Purchaser and any endorsers or guarantors
of this Note severally waive presentment, demand and presentation for payment,
notice of nonpayment and dishonor, protest and notice of protest, or any other
notices of whatever kind of nature, bringing of suit and diligence in taking
any action to collect any sum owing hereunder. From time to time, without in
any way affecting the obligation of Purchaser to pay the outstanding principal
balance of this Note and any interest accrued thereon and fully to observe and
perform the covenants and obligations of Purchaser under this Note, without
affecting the duties and obligations of any endorser hereto, without affecting
the duties and obligations of any guarantor hereof, without giving notice to or
obtaining the consent of Purchaser or any endorsers hereto or guarantor hereof
and without liability on the part of Seller, the Seller may, at its option, (i)
extend the time for payment of interest hereon and/or principal hereof, (ii)
reduce the payments hereunder, (iii)


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release anyone liable on this Note, (iv) accept a renewal of this Note, (v)
modify the terms and/or time of payment of this Note, (vi) join in any extension
or subordination, (vii) exercise any right or election hereunder, and/or (viii)
modify the rate of interest or period of amortization or principal due date of
this Note. No one or more of such actions shall constitute a novation or operate
to release any party liable for this Note, either as Purchaser, endorser,
guarantor or otherwise.

          10.  Remedies. Upon the occurrence of an Event of Default, Seller
shall have the right to cause the entire unpaid principal balance hereof,
together with all accrued interest thereon, attorneys' fees and all fees,
charges, costs and expenses, if any, owed by Purchaser to Seller hereunder, to
become immediately due and payable in full by giving written notice to
Purchaser. Upon the occurrence of an Event of Default, Seller may avail itself
of any and all legal and equitable rights and remedies which Seller may have at
law or in equity or under this Note or any other document evidencing and/or
securing the debt evidenced hereby, including, but not limited to, the right to
accelerate the indebtedness due under this Note as described in the preceding
sentence. The remedies of Seller hereof as provided herein shall be distinct and
cumulative, and may be pursued singly, successively or together, at the sole
discretion of Seller, and may be exercised as often as occasion therefor shall
arise. Failure to exercise any of the foregoing options upon the occurrence of
an Event of Default shall not constitute a waiver of the right to exercise the
same or any other option at any subsequent time in respect of the same or any
other Event of Default, and no single or partial exercise of any right or remedy
shall preclude other or further exercise of the same or any other right or
remedy. Seller shall have no duty to exercise any or all of the rights and
remedies herein provided or contemplated. The acceptance by Seller of any
payment hereunder that is less than payment in full of all mounts due and
payable at the time of such payment shall not constitute a waiver of the right
to exercise any of the foregoing rights or remedies at that time, or nullify any
prior exercise of any such rights or remedies without the express written
consent of Seller.

          11.  Expenses of Collection. Should this Note be referred to an
attorney for collection after an Event of Default, whether or not suit has been
filed or any other action instituted or taken to enforce or collect under this
Note, Purchaser shall pay all reasonable costs and fees (including attorneys'
fees) of Seller and expenses in connection with such referral and enforcement.


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      12.   Waiver. Neither any course of dealing by Seller nor any failure or
delay on its part to exercise any right, power or privilege hereunder shall
operate as a waiver hereof unless said waiver is in writing and signed by
Seller, and then only to the extent specifically set forth in said writing. A
waiver as to one event shall not be construed as a continuing waiver or as a
bar to, or waiver of, any right or remedy as to any subsequent event. Purchaser
hereby waivers the benefit of the Homestead exemption as to the debts,
obligations and covenant imposed by this Note and/or the Assignment.

      13.   General Provisions.

            (a)   This Note shall be governed and construed, and all rights and
obligations hereunder determined, in accordance with the laws of the
Commonwealth of Virginia, and shall be binding upon the successors and assigns
of Purchaser and inure to the benefit of Seller.

            (b)   Any provision in this Agreement that is unenforceable or
invalid in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such unenforceability or invalidity without affecting the
remaining provisions hereof or affecting the enforceability or validity of such
provision in any other jurisdiction.

            (c)   It is expressly agreed that time is of the essence in the
performance of the obligations set forth in this Note.

            (d)   This Note is guaranteed pursuant to that certain Guaranty
executed by National as of the date hereof.

      IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has duly executed this Promissory Note the day and year first above
written.

                                        NEW ARTS ACQUISITION, INC.,
                                        a Delaware corporation

                                        By: /s/ ROBERT P. BARBAROWICZ          
                                           ------------------------------------
                                           Robert P. Barbarowicz
                                           Its Executive Vice President,
                                           General Counsel and Secretary





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