Exhibit 10.4

                           LIMITED RECOURSE TERM NOTE

$2,000,000                                                      Albany, New York
                                                              September 20, 2002

        On or before October 1, 2019, for value received, EAC Operations, Inc.,
a New York corporation ("Borrower"), promises to pay to Ridgewood Electric Power
Trust II ("Lender"), or order, at its place of business at 947 Linwood Avenue,
Ridgewood, New Jersey 07450, or such other place as the holder of this Note may
designate, the principal sum of Two Million Dollars ($2,000,000.00) U.S., or, if
less, the outstanding principal balance of all loans and advances made by Lender
hereunder, together with accrued interest at the rate set forth below calculated
on the basis of the actual days elapsed and a 365-day year and a 366-day leap
year.

1.      Interest Rate. Interest shall accrue at the rate of Ten Percent (10%)
per annum.

2.      Payment. Principal and interest shall be payable as follows:

        (a)     On October 1, 2002, Borrower shall make a payment of all
interest that has accrued on this Note from the date of this Note through
September 30, 2002.

        (b)     On the 1st day of each month, beginning on November 1, 2002, and
continuing I until, and including, October 1, 2004, Borrower shall make a
monthly payment of interest only of Sixteen Thousand Six Hundred Sixty Six
Dollars and Sixty Seven Cents ($16,666.67).

        (c)     On the 1st day of each month, beginning on November 1, 2004, and
continuing until maturity, Borrower shall make a combined monthly payment of
principal and interest of Twenty One Thousand Four Hundred Ninety Two Dollars
and Ten Cents ($21,492.10), which amount consists of a principal payment
sufficient to amortize the outstanding principal balance of this Note over a
period of 15 years from October 1, 2004, plus all accrued interest and charges.

        (d)     The entire principal balance of this Note, plus accrued and
unpaid interest and any other charges due hereunder, shall be due and payable on
October 1, 2019, if not paid sooner.

        (e)     Notwithstanding the foregoing, prior to October 1, 2004,
Borrower will have the option to defer up to fifty percent (50%) of the interest
payment due in any given month upon delivery of notice of such deferral to
Lender. All amounts so deferred shall be added to the principal amount of this
Note and bear interest at ten percent (10%) per annum beginning on October 1,
2004. The combined monthly payment of principal and interest set forth above
shall be increased to reflect the addition of such deferred interest to the
principal amount of this Note and the interest accruing thereon.

        (f)     Other than as provided in Section 2(e) above, at the option of
Lender, any interest not paid within thirty (30) days of the date it becomes
due, shall be added to principal and become a part thereof, and thereafter bear
interest at the same rate (including any applicable default rate) as the
principal.

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3.      Prepayment. This Note may be prepaid in whole, but not in part, at any
time with the following prepayment premium: if this Note is prepaid in whole
prior to the third anniversary of the date of this Note, the prepayment premium
shall be Four Hundred Thousand Dollars ($400,000.00); if this Note is prepaid in
whole on or after the third anniversary of the date of this Note, the prepayment
premium shall decrease by Forty Thousand Dollars ($40,000.00) as of such third
anniversary and further decrease by Forty Thousand Dollars ($40,000.00) upon
each such anniversary thereafter (such that no prepayment premium shall be
payable on and after the twelfth anniversary of the date of this Note). Any such
prepayment premium shall be payable by Borrower to Lender upon prepayment of
this Note.

4.      Books and Records. The actual amount due and owing from time to time
under this Note shall be evidenced by Lender's books and records of receipts and
disbursements hereunder. Lender shall set up and establish for Borrower an
account on the books of Lender in which will be recorded payments and other
appropriate debits and credits in connection with this Note. Lender shall also
record, in accordance with customary accounting practice, all other interest,
charges, expenses and other items properly chargeable to Borrower, and other
appropriate debits and credits. Such books and records of Lender shall be
presumed to be complete and accurate and shall be deemed correct, except to the
extent shown by Borrower to be erroneous.

5.      Joint and Several Obligation. This Note shall be the joint and several
        obligation of all makers, sureties, guarantors and endorsers, and shall
        be binding upon them and their successors and assigns.

6.      Default and Default Remedies. Borrower hereby consents and expressly
agrees that upon an Event of Default under the Loan Agreement by and between
Lender, Borrower, B-3 Limited Partnership and Pittsfield Investors Limited
Partnership of even date herewith (the "Loan Agreement"), the unpaid balance of
this Note shall, at the option of the holder hereof at once become due and
payable without further demand or notice. Interest shall continue to be charged
on the unpaid principal plus accrued interest after default at the rate
otherwise applicable under this Note, plus 5% per annum, all at the option of
the Lender, until the indebtedness is paid in full. Failure to exercise any
rights or remedies hereunder shall not constitute a waiver of such right in the
event of a subsequent default. Upon the occurrence of a default or event of
default, Borrower promises to pay all costs of collection, including reasonable
attorney's fees.

7.      Security

        (a)     The indebtedness evidenced by this Note and any renewals or
extension thereof is secured by the PILP Collateral, evidenced by the PILP
Collateral Documents (as such terms are defined in the Loan Agreement). Upon an
Event of Default, the Lender shall be entitled to exercise any and all remedies
available under the PILP Collateral Documents. Borrower consents and agrees that
all of terms, conditions and covenants in the PILP Collateral Documents
including, but not limited to, Events of Default under the Loan Agreement and
the Lender's rights as to acceleration of the indebtedness evidenced by this

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Note, are incorporated herein by reference and made a part hereof. This Note is
given to Lender pursuant to the Loan Agreement, and the holder of this Note
shall be subject to the obligations of Lender under the Loan Agreement.

8.      Miscellaneous. If any provision of this Note should conflict with
applicable law, such conflict shall not affect any other provision which can be
given effect without the conflicting provision, and to this end the provisions
of this Note are declared to be severable. If any part of this Note is deemed
ambiguous, such ambiguity shall not be resolved against Lender simply because
Lender was the author of this Note. All rights and obligations hereunder shall
be governed by the laws of the Commonwealth of Massachusetts, and Borrower
hereby submits to the jurisdiction of any court of competent jurisdiction in
Massachusetts. Borrower expressly waives trial by jury of any issue arising out
of Lender's enforcement of this note and Lender's granting and administering the
loan represented hereby. Waiver of or acquiescence in any default by Borrower,
or failure of Lender to insist upon strict performance by Borrower of any
provision of this Note, shall not constitute a waiver of any subsequent or other
default or failure. No provision of this Note shall be amended or modified,
except in a writing signed by both Borrower and Lender. Except in connection
with a Permitted Transfer (as defined in the Loan Agreement), Borrower may not
assign any of its rights or delegate any of its obligations under this Note
without the prior written consent of Lender, which may be withheld in Lender's
sole discretion. The rights and obligations of Lender under the terms of this
Note are freely assignable by Lender.

9.      Limited Recourse Nature of Note. The limited recourse provisions of
Section 18 of the Loan Agreement are hereby incorporated by reference into this
Note.

        IN WITNESS WHEREOF, the undersigned have executed this Note as of the
date set forth above.

                                            EAC OPERATIONS, INC.

/s/ Thomas Moody                            By:/s/ Larry D. Richardson
---------------------                          -------------------------------
Witness                                     Larry D. Richardson, President



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