AMENDED AND RESTATED NOTE
                ---------------------------
                             
                             
     This Amended and Restated Note ("Note") dated February
4, 1997 is made by WAIKELE GOLF CLUB, INC., a Hawaii
corporation (the "Maker") in favor of BANK OF HAWAII, a
Hawaii banking corporation (the "Bank").

RECITALS:

     (a)  Maker executed and delivered to the Bank a
promissory note dated September 28, 1993 payable to the
Bank's order in the original principal amount of
$10,000,000 (the "Original Bank Note").

     (b)  Maker executed an delivered to Orix USA
Corporation a second promissory note also dated September
28, 1993 payable to the order of Orix USA Corporation in
the original principal amount of $10,000,000 (the "Original
Orix Note").

     (c)  Bank has purchased the Original Orix Note, and is
the holder of the Original Bank Note and the Original Orix
Note (collectively the "Original Notes").

     (d)  The Original Notes are secured by, among other
instruments, a Mortgage, Security Agreement and Financing
Statement dated September 28, 1993, filed in the Office of
the Assistant Registrar of the Land Court of the State of
Hawaii as Land Court Document No. 2072517 noted on Transfer
Certificate of Title Nos. 418, 785 and 428,219, and
recorded in the Bureau of Conveyances of the State of
Hawaii as Document No. 93-162322 ("Mortgage") and a
Financing Statement recorded in said Bureau as Document No.
93-162323 ("UCC-1")

     (e)  The Original Notes, the Mortgage, the UCC-1 and
the other instruments evidencing, securing or otherwise
relating to the Original Notes are sometimes hereinafter
called the "Loan Documents."

     (f)  The Maker has requested the Bank to increase the
principal amount of the loan outstanding as of the date of
this Note to $25,000,000 and to revise certain other terms
of the Original Notes and the other Loan Documents.

     (h)  The Maker and the Bank have entered into an
Amendment to Mortgage and Other Loan Documents dated the
same date as this Note (the "Amendment").

Amended and Restated Note:
--------------------------

     For good and valuable consideration received by the
Maker, the receipt and sufficiency of which are hereby
acknowledged by the Maker, subject to and effective upon
the satisfaction of the conditions set forth in the
Amendment, the Original Notes are combined into one
promissory note, and amended and restated in their entirety
to read as follows, and all references in the Mortgage and
other Loan Documents to the Original Notes are deemed to
refer to this Amended and Restated Note:

$25,000,000                                 February 4, 1997
                                            Honolulu, Hawaii


     WAIKELE GOLF CLUB, INC., a Hawaii corporation (the
"Maker"), hereby promises to pay to the order of BANK OF
HAWAII, a Hawaii banking corporation (the "Bank"), at the
Bank's principal office at 111 South King Street, Honolulu,
Hawaii 96813, or in such manner and at such other place as
the holder of this Note may from time to time designate in
writing delivered to the Maker, at the times set forth
herein, (a)    the principal amount of $25,000,000, or, if
less, so much thereof as may have been disbursed by the
Bank to or for the account of the Maker and shall remain
outstanding under this Note, and (b) interest on
outstanding balances of principal under this Note at the
rate or rates described below.

     1.   Loan Evidenced by this Note.  This Note evidences
the Loan made or to be made or deemed to be made by the
Bank under the Amended and Restated Term Loan Agreement
("Loan Agreement") dated as of the date of this Note,
between the Maker, as "Borrower," and the Bank, as
"Lender".  Capitalized terms used in this Note and not
otherwise defined in this Note have the meanings given to
them in the Loan Agreement.

     2.   Interest Rate.  Outstanding balances of principal
under this Note, prior to the maturity (whether by
acceleration or otherwise) of the indebtedness evidenced by
this Note, shall bear interest from the date of this Note
until the fifth anniversary date of this Note at a fixed
rate for the applicable LIBOR Interest Period of Two
Hundred (200) basis points (i.e., two percentage points)
above the applicable LIBOR Rate, and from the fifth
anniversary date to the tenth anniversary date of this
Note, at a fixed rate for the applicable LIBOR Interest
Period of Two Hundred Twenty Five (225) basis points (i.e.,
two and twenty-five hundredths percentage points) above the
applicable LIBOR Rate.

     Any provision contained in this Note to the contrary
notwithstanding, if in respect of any LIBOR Interest Period
deposits in United States Dollars (in the applicable
amounts) are not being offered to the Bank in the relevant
market for such LIBOR Interest Period, the Bank shall
forthwith give notice thereof to the Maker, whereupon
(until the Bank notifies the Maker that the circumstances
giving rise to such suspension no longer exists) the
calculation of interest under this Note on the basis of a
LIBOR rate shall be suspended, and interest shall be
calculated at a floating rate equal to the Base Rate in
effect from time to time.

     3.   Computation of Interest.  Interest hereunder
shall be computed on the basis of a year of 360 days and
paid for the actual number of days elapsed.

     4.   Payments of Interest and Principal.  The Maker
shall pay principal and interest monthly on the first day
of each month for the month immediately preceding, as
follows: (a) accrued interest calculated on the basis of
the applicable LIBOR Rate (or if applicable under paragraph
2 the floating Base Rate) then in effect on outstanding
balances of principal under this Note, together with (b)
equal principal amortization payments in the amount of
1/12th of the total principal amount payable during each
one-year increment of the term of the Loan, (i.e., the
first one-year increment commencing on the date of this
Note and each one-year increment thereafter commencing on
the anniversary date of this Note), as computed on the
basis of
(i) the interest rate in effect as of first day of each
such increment, (ii) the principal balance of the Note
outstanding as of the first date of each such increment,
and (iii) the then-remaining balance of an initial 30-year
amortization schedule, e.g. a 30-year amortization schedule
in the first increment commencing on the date of this Note,
a 29-year amortization schedule in the second increment
commencing on the first anniversary of this Note, etc.

     The Maker shall repay the entire outstanding balance
of principal hereunder together with all accrued and then
unpaid interest on the tenth anniversary date of this Note
(i.e., February 4, 2007).

     5.   Voluntary Prepayments.  The Maker shall have the
right from time to time and at any time, upon not less than
two full Domestic Business Days' prior written notice to
the Bank, to make voluntary prepayments of principal
outstanding under this Note, without prepayment penalty, in
an amount not less than $250,000 (and only in) integral
multiples of $50,000, provided, however, if the Maker
prepays any principal amount or otherwise makes any payment
of principal on any day other than the last day of the
applicable LIBOR Interest Period, the Maker shall reimburse
to the Bank, on demand, the expenses and funding losses
incurred by the Bank as a result of such prepayment as
reasonably determined by the Bank.  Should any such
voluntary prepayment be made, there will be no changes in
the maturity date of this Note or in the amount of the
monthly payments unless the holder of this Note agrees in
writing to those changes.

     6.   Payment Dates.  Whenever any payment of principal
of, or interest on, any amount hereunder shall be due on a
day which is not a LIBOR Business Day, the date for payment
thereof shall be extended to the next succeeding LIBOR
Business day unless as a result thereof it would fall in
the next calendar month, in which case it shall be advanced
to the next preceding LIBOR Business Day.  If the date for
any payment of principal is extended by operation of law or
otherwise, interest shall be payable for such extended
time.
     7.   Illegality.  If, after the date of this Note, the
adoption of any applicable law, rule or regulation, or any
change therein, or any change in the interpretation or
administration thereof by any governmental authority,
central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by
the Bank with any request or directive (whether or not
having the force of law) of any such authority, central
bank or comparable agency shall make it unlawful or
impossible for the Bank to make, maintain or fund loans in
respect of which interest is or is to be calculated on the
basis of a LIBOR Rate, the Bank shall forthwith so notify
the Maker, whereupon until the Bank notifies the Maker that
the circumstance giving rise to such suspension no longer
exist, the calculation of interest under this Note on the
basis of a LIBOR Rate shall be suspended, and interest
shall be calculated on the basis of the floating Base Rate
as provided in paragraph 2 above.

     8.   Increased Costs.

     8.1  If, after the date of this Note, the adoption of
any applicable law, rule or regulation, or any change
therein, or any change in the interpretation or
administration thereof by any governmental authority,
central bank or comparable agency charged with the
interpretation or administration thereof or compliance by
the Bank with any request or directive (whether or not
having the force of law) of any such authority, central
bank or comparable agency:

          (a)  Shall subject the Bank to any tax, duty or
other     charge in respect of LIBOR Rate loans or shall
change the basis    of taxation of payments to the Bank of
the principal of or      interest on LIBOR Rate loans
(except for changes in the rate of      tax on the overall
net income or gross income of the Bank); or

          (b)  Shall impose, modify or deem applicable any
reserve   (including, without limitation, any imposed by
the Board of   Governors of the Federal Reserve System),
special deposit or  similar requirement against assets of,
deposits with or for the      account or, or credit
extended by, the Bank;

     8.2  A certificate of the Bank claiming compensation
under this paragraph 8 and setting forth the additional
amount or amounts to be paid to it hereunder shall be
conclusive in the absence of manifest error.  In
determining such amount, the Bank may use any reasonable
averaging and attribution methods.

     9.   Interest After Dates Fixed for Payment or
Prepayment.  Any provision contained in this Note to the
contrary notwithstanding, and at the option of the holder
of this Note, if any payment of principal or interest shall
not be made within five days after the same becomes due,
interest shall be payable on the principal portion of such
defaulted payment and, if permitted by law, on the interest
portion of such defaulted payment, at a rate one and one-
half percentage points above the rate otherwise applicable
thereto under paragraph 2 of this Note (the "Defaulted
Rate") and, if any such payment of principal or interest
shall not be made for 30 days after the same becomes due,
interest shall be payable at the Default Rate on the whole
of the outstanding principal balance of this Note.

     10.  Acceleration.  If any "Event of Default" (as that
term is defined in Article 7 of the Loan Agreement) shall
occur and be continuing, the entire outstanding principal
balance and accrued interest thereon, together with (to the
extent permitted under applicable law) costs and reasonable
attorneys' fees incurred by the Bank or by the holder of
this Note in collecting or enforcing payment, shall become
due and payable, anything contained in this Note to the
contrary notwithstanding, time being of the essence, (a)
immediately and without notice upon the occurrence of an
Event of Default specified in any one of Sections 7.1.4
through 7.1.8 of the Loan Agreement, and (b) at the option
of the Bank, but only upon written notice to the Maker,
upon the occurrence of any other Event of Default.

     11.  Definitions.  Wherever any of the following terms
is used in this Note:

     11.1 "Base Rate" means the primary index rate
established by the Bank from time to time in good faith in
the ordinary course of its business and with due
consideration of the money market, and published by
intrabank circular letters or memoranda for the guidance of
its loan officers in pricing all of the Bank's loans in
respect of which the interest rate floats with or above the
Base Rate.  (If Bank's "Base Rate" is discontinued and
replaced by a comparable rate then, for all purposes of
this Note, the comparable rate shall be substituted in
place of the discontinued Base Rate).

     11.2 "Domestic Business Day" means any day except a
Saturday, Sunday or other day on which commercial banks in
the State of Hawaii are authorized by law to close.

     11.3 "LIBOR Business Day" means any Domestic Business
Day on which commercial banks are open for domestic and
international business(including dealings in U.S. dollar
deposits) in the interbank markets.

     11.4 "LIBOR Interest Period" means a period of three
months; provided, however, that any LIBOR Interest Period
which would otherwise end on a day that is not a LIBOR
Business Day shall be extended to the next succeeding LIBOR
Business Day.

     11.5 "LIBOR Rate" means, for each LIBOR Interest
Period, a reserve-adjusted rate of interest per annum
rounded upward, if necessary, to the nearest 4 decimal
places, at which U.S. dollar deposits in immediately
available funds are offered to major banks in the interbank
market at 11:00 a.m., New York time, on the day which is
two LIBOR Business Days prior to the commencement of a
LIBOR Interest Period.  The Bank shall establish the LIBOR
Rate for each LIBOR Interest Period based on offered rates
as reported by reporting services generally used by the
Bank.  Such offered rates are quoted based on both the
amount of the LIBOR Rate loan and the LIBOR Interest
Period.  The LIBOR Rate shall incorporate the LIBOR Reserve
Requirement.

     11.6 "LIBOR Reserve Requirement" means the then
maximum effective rate per annum (expressed as a
percentage), as determined solely by the Bank, of the
reserve requirements imposed by any regulatory body, such
as those pursuant to Regulation D of the Board of Governors
of the Federal Reserve System, on eurocurrency liabilities
of U.S. banks having a maturity equal to the term of the
LIBOR Interest Period, as adjusted by the Bank for expected
changes in such percentage during the applicable LIBOR
Interest Period.

     12.  Miscellaneous.

     12.1 The Bank shall be and is authorized and directed
to maintain records of account regarding the Loan,
evidencing the date and principal amount of each advance of
Loan proceeds under this Note and the date and amount of
each repayment and prepayment of principal and payment of
interest received from the Maker.  Such records shall
constitute prima facie evidence of the making and repayment
of such advances and of the payment of such interest.
However, neither the Bank's failure to maintain such
records nor the Bank's making of erroneous notations in
such records shall affect the Maker's obligation, which the
Maker hereby accepts, to repay outstanding principal
balances of all advances actually made pursuant to the Loan
Agreement and evidenced by this Note, together with accrued
interest thereon at rates stated in this Note.

     12.2 All payments under this Note shall be made in
United States dollars at the Bank's principal office in
Honolulu, Hawaii or at such other place as the holder of
this Note may designate in writing.

     12.3 The holder of this Note is entitled to the
benefits of the Loan Agreement.

     12.4 This Note is to be construed in accordance with,
and governed by, the laws of Hawaii.

     12.5 As to this Note the Maker and all others who may
be or become liable for all or any part of the obligations
evidenced by this Note waive valuation and appraisement,
presentment, protest, notice, demand and notice of
dishonor, and consent to any all releases or substitutions
of security and consent to any number of renewals or
extensions of time for the payment hereof or any other
indulgence or indulgences at any time or from time to time
may be or become liable for all or and part of the
obligations evidenced by this Note.
     IN WITNESS WHEREOF, the Maker has caused this Note to
be executed and delivered by its duly authorized officers,
as of the day and year first above written.


                              WAIKELE GOLF CLUB, INC.

                              By:_______________________
                                 Its Senior Vice President


                              By:_______________________
                                 Its

         AMENDED AND RESTATED TERM LOAN AGREEMENT
        -------------------------------------------
                             
     This Amended Restated Term Loan Agreement, (the "Loan
Agreement"), dated as of February 4, 1997, is by and
between BANK OF HAWAII, a Hawaii banking corporation (the
"Lender") and WAIKELE GOLF CLUB, INC., a Hawaii corporation
(the "Borrower").

Recitals:

     (a)  Lender and Orix USA Corporation, a Delaware
corporation ("Orix"), and Borrower entered into a Term Loan
Agreement dated September 28, 1993 whereby Lender and Orix
each agreed to lend to Borrower, and Borrower agreed to
borrow from Lender and Orix, $10,000,000, for an aggregate
total loan of $20,000,000, upon the terms and conditions
set forth therein (the "Original Loan Agreement").

     (b)  Pursuant to the Original Loan Agreement, Borrower
executed and delivered to Lender a promissory note dated
September 28, 1993 payable to the Lender's order in the
original principal amount of $10,000,000 (the "Original
Bank Note").

     (c)  Pursuant to the Original Loan Agreement, Borrower
executed and delivered to Orix a second promissory note
also dated September 28, 1993 payable to the order of Orix
in the original principal amount of $10,000,000 (the
"Original Orix Note").

     (d)  Lender has purchased the Original Orix Note, and
is the holder of the Original Bank Note and the Original
Orix Note (collectively the "Original Notes").

     (e)  Borrower has requested Lender to increase the
principal amount of the loan outstanding as of the date of
this Loan Agreement to $25,000,000 and to revise certain
other terms of the Original Notes and the other Loan
Documents (hereinafter defined).

     (f)  Borrower and Lender have entered into an
Amendment to Mortgage and Other Loan Documents dated the
same date as this Loan Agreement ("Amendment").


Amended and Restated Term Loan Agreement:

     For good and valuable consideration received by the
Maker, the receipt and sufficiency of which are hereby
acknowledged by the Borrower, subject to and effective upon
the satisfactory of the conditions set forth in the
Amendment, the Original Loan Agreement is amended and
restated in it entirety to read as follows, and all
references in the Loan Documents to the Original Loan
Agreement are deemed to refer to this Loan Agreement:

     Intending to be legally bound by this Loan Agreement,
the Lender and Borrower agree as follows:
             Article 1. Additional Definitions
                             
     As used in this Loan Agreement, each of the terms
defined in this Article 1 shall have the meaning given to
it in this Article 1:

     1.1  "Affiliate" means any person which directly or
indirectly controls, is controlled by or is under common
control with either the Borrower or the Guarantor.

     1.2  "Amendment" means the Amendment to Mortgage and
other Loan Documents of even date between the Borrower and
the Lender.

     1.3  "Assignment of Lessor's Interest" means the
Assignment of Lessor's Interest dated September 28, 1993
made by the Borrower in favor of the Lender and Orix and
recorded in the Bureau of Conveyance of the State of Hawaii
as Document No. 93-162324.

     1.4  "Domestic Business Day" means any day except a
Saturday, Sunday or other day on which commercial banks in
Hawaii are authorized by law to close.

     1.5  "Environmental Indemnification Agreement" means
the Environment Indemnification Agreement dated September
28, 1993 made by the Borrower in favor of the Lender and
Orix.

     1.6  "Financial Statements" means the financial
statements (a) heretofore furnished to the Lender, and (b)
to be furnished to the Lender pursuant to the provisions of
this Loan Agreement.

     1.7  "Guarantor" means Amfac/JMB Hawaii, Inc., a
Hawaii corporation.

     1.8  "Guaranty" means a Guaranty, dated September 28,
1993 made by the Guarantor in favor of the Lender and Orix.

     1.9  "Land" means the approximately 136 acres
comprising all of the Waikele Golf Course, located at
Waikele, Waipahu, Hawaii, and more particularly described
in the Mortgage.

     1.10 "Laws" means all ordinances, statutes, rules,
regulation, orders, injunctions, writs or decrees of any
government or political subdivision or agency thereof, or
any court or similar entity established by any thereof.

     1.11 "Loan Documents" means this Loan Agreement, the
Amendment, the Note, the Mortgage, the Guaranty, the
Environmental Indemnification Agreement, a UCC-1, and an
Assignment of Lessor's Interest, in each case as originally
executed and as thereafter amended, modified or restated at
any time in accordance with the respective terms thereof.

     1.12 "Loan" means the loan to be made to the Borrower
pursuant to this Loan Agreement.


     1.13 "Mortgage" means a Mortgage, Security Agreement
and Financing Statement, dated September 28, 1993, by the
Borrower, as mortgagor, in favor of the Lender and Orix, as
mortgagee, filed in the Office of the Assistant Registrar
of the Land Court of the State of Hawaii as Land Court
Document No. 2072517 noted on Transfer Certificate of Title
Nos. 418,785 and 428,219, and recorded in the Bureau of
Conveyances of the State of Hawaii as Document No. 162322,
as amended by the Amendment.

     1.14 "Mortgaged Properties" means all the properties
described in and encumbered by the Mortgage.

     1.15 "Note" means the Amended and Restated Note issued
by the Borrower to the Lender, including extensions,
renewals and modifications thereof, evidencing the Loan, in
the form or substantially in the form of Exhibit 1.15,
attached to this Loan Agreement.

     1.16 "Obligations" means, collectively, the obligation
of the Borrower to pay the principal of and interest on the
Note in accordance with the terms thereof and to satisfy
all of the Borrower's other indebtedness, covenants,
liabilities and obligations to the Lender under the Loan
Documents, whether now existing or hereafter incurred,
matured or unmatured, direct or contingent, joint or
several.

     1.17 "Premises" means the Waikele Golf Course and the
22,000 square foot clubhouse facility, located on the Land.

     1.18 "Person" means any individual, corporation,
partnership, association, joint-stock company, trust,
unincorporated organization, joint venture, court or
government or political subdivision or agency thereof.

     1.19 "Records" means correspondence, memoranda, tapes,
discs, papers, books and other documents, or transcribed
information of any type, whether expressed in ordinary or
machine language.


                  Article 2.     The Loan
                             
     2.1  Loan.     On the terms and provisions and subject
to the satisfaction of the conditions stated in this Loan
Agreement, the Lender hereby agrees to make a Loan to the
Borrower in the principal amount of $25,000,000.  All of
the outstanding principal balance of, and accrued but
theretofore unpaid interest on, the Loan shall be paid in
full on or before the tenth anniversary date of the date of
this Loan Agreement.

     2.2  Amount (and Disbursements) of the Loan.  Pursuant
to the Original Loan Agreement, Lender and Orix disbursed
to Borrower and Borrower received Loan proceeds in the
principal amount of $20,000,000.  As of February ___, 1997
the outstanding principal balance of the Loan is
$_____________.  Upon satisfaction of all of the conditions
set forth in Article 3, the Lender will disburse to the
Borrower the balance of the Loan proceeds, provided that
the total outstanding balance of the Loan shall not exceed
$25,000,000.

     2.3  Note. The Loan made by the Lender to the Borrower
shall be evidenced by the Note in the principal amount of
$25,000,000 and otherwise duly completed.

     2.4  Disbursements.  During the term of the Loan the
Lender will credit the proceeds of the Loan to the
Borrower's deposit account with Lender or, at the
Borrower's request, disburse the proceeds to the order of
the Borrower.

     2.5  Commitment Fees.    The Borrower shall pay to the
Lender, a commitment fee of $200,000, which shall be paid
in full on the date of the execution of this Loan Agreement
and shall be nonrefundable.

     2.6  Interest Rates and Payments of Interest.
Interest on the Loan shall be paid at the rates, at the
times and in the manner stated in the Note.

     2.7  Payments and Prepayments of Principal.  Principal
balances outstanding under the Note shall be paid, and may
be prepaid without penalty or premium, in the amounts, at
the times and in the manner stated herein and in the Note.
Prepayments of principal shall be in amounts not less than
$250,000, and in integral multiples of $50,000.

     2.8  Sums Payable to the Lender.   The Lender shall
send to the Borrower, from time to time, statements of all
amounts due under the Note and other Loan Documents, which
statements shall be considered correct and conclusively
binding on the Borrower, absent manifest error, unless the
Borrower notifies the Lender to the contrary within 30
Domestic Business Days of its receipt of any statement
which it deems to be incorrect.  All sums payable to the
Lender under the Note and other Loan Documents shall be
paid directly to the Lender, not later than 10:00 a.m.
(Honolulu time) on the date when due, in immediately
available funds.

            Article 3.     Conditions Precedent
                             
     The Lender shall have no obligation to make
disbursement of the Loan pursuant to the provisions of this
Loan Agreement, unless and until all conditions stated in
this Article 3 shall have been satisfied.

     3.1   Documents Required.  The Lender shall have
received such executed originals or certified copies of
each of the following instruments as the Lender may have
reasonably requested, in each case in form and substance
acceptable to the Lender and its legal counsel:

     3.1.1      This Loan Agreement, the Amendment, the
Note, the Mortgage, the Assignment of Lessor's Interest,
UCC Financing Statements describing the security interests
created by the Mortgage, the Environmental Indemnification
Agreement and the Guaranty.


     3.1.2      A certificate signed by the Borrower's
corporate secretary, certifying to the Lender:  (1) as to
the adoption of Resolutions of the Borrower's Board of
Directors authorizing the execution, delivery and
performance of the Loan Documents and all other documents
to be delivered by the Borrower pursuant to this Loan
Agreement; (2) as to the incumbency and signatures of the
officers of the Borrower signing the Loan Documents, and
each other document to be delivered by the Borrower
pursuant to this Loan Agreement; and (3) that the Articles
of Incorporation and By-Laws of the Borrower, true copies
of which have been attached to such certification, have not
been amended since the date of such delivery.

     3.1.3      A certificate signed by the Guarantor's
corporate secretary, certifying to the Lender: (1) as to
the adoption of Resolutions of the Guarantor's Board of
Directors authorizing the execution, delivery and
performance of the Guaranty; (2) as to the incumbency and
signatures of the officers of the Guarantors signing the
Guaranty; and (3) that the Articles of Incorporation and By-
laws of the Guarantor, true copies of which have been
attached to such certification, have not been amended since
the date of such delivery.

     3.1.4      A current certificate of the Director of
Commerce and Consumer Affairs of the State of Hawaii,
evidencing the good standing of the Borrower and the
Guarantor in the State of Hawaii,

     3.1.5      A current tax clearance certificate for
each of the Borrower and the Guarantor issued by the Hawaii
Department of Taxation.

     3.1.6      Endorsements to the ALTA Lender's policy of
Title Insurance heretofore issued to the Lender relating to
the Mortgage, insuring for $25,000,000 that the Mortgage as
amended by the Amendment, the Assignment of Lessor's
Interest and the UCC-1 are valid first liens on the
properties described therein, free and clear of all
encumbrances except those approved by the Lender in
writing.

     3.1.7      Evidence that the Borrower carries in
respect of the Premises public liability insurance,
property damage insurance, fire insurance with extended
coverage and business interruption insurance, in amounts
acceptable to the Lender, and flood insurance in such
amount as may be required by law (all policies evidencing
fire and rental loss insurance shall contain a mortgagee's
loss payable endorsement acceptable to the Lender, and all
policies must contain an endorsement requiring that the
Lender receive, by mail addressed to it at P.O. Box 2900,
Honolulu, Hawaii 96846, Attn: Construction and Income
Property Loan Department, at least 30 days' prior written
notice of any cancellation of or material revision in
coverage).  The Borrower may obtain such insurance from any
insurance company or companies doing business in Hawaii.

     3.1.8      Evidence reasonably satisfactory to the
Lender that all costs of the acquisition, construction,
furnishing and equipping of the Premises have been paid or
Borrower has sufficient funds immediately available for the
payment thereof.

     3.1.9      With respect to all improvements on the
Premises evidence that the improvements have been
substantially completed and that a notice of completion and
affidavit of publication has been published and filed,
respectively, in accordance with the procedures stated in
Section 507-43 of the Hawaii Revised Statutes, and 47 days
shall have expired subsequent to the filing of such
affidavit in the office of the clerk of the applicable
Circuit Court of the State of Hawaii without the filing of
any claim.

     3.1.10  Evidence that all building permits and other
approvals from governmental authorities, necessary or
advisable for development and construction of the Premises,
were obtained, and that the Borrower has obtained all
required occupancy and use certificates and licenses
necessary to occupy and use the Premises for their intended
purposes.

     3.1.11  A complete set of the final plans and
specifications and an ALTA survey of the Premises.

     3.1.12  A copy of the phase one environmental audit of
the Premises, dated August 16, 1990, and made by Harding
Lawson Associates.

     3.1.13  An appraisal of the Premises, made by an
appraiser and in the form and content acceptable to the
Lender, demonstrating the Loan does not exceed 70% of the
fair market value of the Premises.

     3.1.14  Written opinions of counsel to the Borrower or
the Guarantor, addressed to the Lender, stating that:

     (a)  The Borrower and the Guarantor are corporations
duly organized, validly existing and in good standing under
the Laws of the State of Hawaii;

     (b)  The Borrower and Guarantor have the corporate
power and authority to execute and deliver the Loan
Documents, to borrow money hereunder, and to perform the
Obligations;

     (c)  All corporate action required to be taken by the
Borrower and the Guarantor to enter into the transactions
contemplated by this Loan Agreement has been duly taken,
and all consents and approvals of all Persons, necessary to
the validity of the Loan Documents, and each other document
to be delivered by the Borrower hereunder have been duly
obtained, and the Loan Documents and such other documents
do not conflict with any provision of the Articles of
Incorporation or By-Laws of the Borrower or Guarantor, or
of any applicable Laws or any other agreement binding upon
the Borrower or Guarantor or their property of which such
counsel has knowledge and the Borrower's and the
Guarantor's execution, delivery and performance of the Loan
Documents do not require the consent or approval of any
governmental body or regulatory authority;

     (d)  The Loan Documents and all other documents
required to be delivered by the Borrower and the Guarantor
pursuant to the provisions of this Loan Agreement have been
duly executed by, and each is a valid and binding
obligation of, the Borrower and the Guarantor, enforceable
in accordance with its terms;

     (e)  All obligations of the Borrower and the Guarantor
in respect of the Loan constitute "Senior Indebtedness" as
that term is used in the Amfac/JMB Hawaii, Inc. Certificate
of Land Appreciation Notes due 2008 ("COLAS") and the
indebtedness under which the COLAS were issued, and the
indebtedness evidenced by the COLAS in a unsecured debt
obligation of the Guarantor and Borrower, subordinate in
payment to the indebtedness of the Guarantor and Borrower
in respect of the Loan; and

     (f)  Such counsel is without any knowledge of any
matters contrary to the representations and warranties
contained in Article 4 of this Loan Agreement.

     The opinion of Borrower's counsel and the opinion in
subparagraph (e) relating to the COLAS may be from
Guarantor's counsel.  The opinion of Guarantor's counsel
may be from in-house counsel of the Guarantor.

     3.2  Certain Other Events.  At the time of the
disbursement of Loan proceeds under this Loan Agreement and
of any subsequent disbursement of Loan proceeds under this
Loan Agreement:

     3.2.1     No Event of Default under this Loan
Agreement shall have occurred and be continuing, and no
event shall have occurred and be continuing that, with the
giving of notice or passage of time, or both, would become
such an Event of Default.

     3.2.2     The representations and warranties contained
in Article 4 of this Loan Agreement shall be true on and as
of the date of such disbursement with the same force and
effect as if made on and as of such date.

     3.2.3     All legal matters incidental to such
disbursement shall be reasonably satisfactory to the
Lender's counsel.

     Article 4.     Representations and Warranties

     To induce the Lender to enter into this Loan
Agreement, the Borrower represents and warrants to the
Lender as follows:

     4.1  Corporate Organization; Standing of Borrower.
The Borrower and the Guarantor are corporations duly
organized, validly existing and in good standing under the
Laws of State of Hawaii; the Borrower and the Guarantor
have the lawful corporate power and adequate authority,
rights and franchises to own or lease their respective
properties and to engage in the businesses they each
conduct, and each is duly qualified and in good standing as
a foreign corporation in each jurisdiction, if any, wherein
the nature of the business transacted by it or property
owned by it makes such qualification necessary.


     4.2  No violation of Other Agreements.  The execution
and performance of the Loan Documents will not immediately,
or with the passage of time or the giving of notice, or
both:

     4.2.1     Violate the Articles of Incorporation or
Bylaws of the Borrower or the Guarantor, or violate any
Laws or breach or result in a default under any material
contract, agreement, or instrument to which the Borrower or
the Guarantor is a party or by which the Borrower or the
Guarantor or their property is bound, or require the
consent or approval of any governmental office or official;
or

     4.2.2     Result in the creation (or an obligation to
create) or imposition of any security interest, in or lien
or encumbrance on, the Mortgaged Properties, other than the
liens or security interests intended to be created by or
permitted by the Mortgage or this Agreement.

     4.3  Corporate Authority.  The Borrower and the
Guarantor have the corporate power and authority to execute
and deliver the Loan Documents and to incur and perform the
Obligations, and have taken all corporate action necessary
to authorize the execution, delivery and performance of the
Loan Documents.

     4.4  No Consent.  The Borrower's and the Guarantor's
execution, delivery and performance of the Loan Documents
do not require the consent or approval of any governmental
body or other regulatory authority.

     4.5  Binding Obligations.  This Loan Agreement, is and
the remainder of the Loan Documents when executed and
delivered will be, the legal, valid and binding obligations
of the Borrower and the Guarantor and enforceable in
accordance with their respective terms.

     4.6  Financial Statements True.  All Financial
Statements heretofore furnished by the Borrower or the
Guarantor to the Lender, including any schedules and notes
pertaining thereto, were prepared in accordance with
generally accepted accounting principles consistently
applied, and fully and fairly presented the financial
condition of the Borrower and the Guarantor at the dates
thereof and the results of operations for the periods
covered thereby, and as of the date of this Loan Agreement
there have been no material adverse changes in the
financial condition or business of the Borrower or the
Guarantor.

     4.7  Taxes.   Except as otherwise permitted by this
Loan Agreement or by the Loan Documents, the Borrower and
the Guarantor have filed all federal, state and local tax
returns and other reports they were required by Laws to
have filed prior to the date of this Loan Agreement and
which are material to the conduct of their respective
businesses, have paid or caused to be paid all taxes,
assessments and other governmental charges that were due
and payable prior to the date of this Loan Agreement, and
have made adequate provision for the payment of such taxes,
assessments or other charges accruing but not yet payable;
and the Borrower has no knowledge of any deficiency or
additional assessment in a materially important amount in
connection with any taxes, assessments or charges not
provided for on its books.

     4.8  Compliance with Laws.  Except to the extent that
the failure to comply would not materially interfere with
the conduct of the business of the Borrower or the
Guarantor or have a materially adverse effect on the
ability of the Borrower or the Guarantor to perform their
respective obligations under the Loan Documents, the
Borrower and the Guarantor have complied with all
applicable Laws in respect of: (1) the conduct of their
respective businesses; and (2) the use, maintenance, and
operation of the real and personal properties owned or
leased by them in the conduct of their respective
businesses.

     4.9  No Hazardous Materials.  To the best of the
Borrower's knowledge and without the benefit of any
investigation on the Borrower's part other than the
environmental audit described in this Loan Agreement, there
are not chemical substances, pollutants, contaminants or
hazardous or toxic substances, materials or wastes
(collectively, "hazardous materials") at the Premises where
such would have a materially adverse effect on the ability
of the Borrower or the Guarantor to perform their
respective obligations under the Loan Documents.

     4.10 No Litigation.  No Litigation or other proceeding
is pending or threatened against the Borrower or the
Guarantor or the Premises which, if determined adversely to
the Borrower or the Guarantor, would have a materially
adverse effect on the ability of the Borrower or the
Guarantor to perform their respective obligations under the
Loan Documents.

     4.11 Good Title.  The Borrower has good and insurable
title to the Land and the Premises, subject only to such
exceptions or encumbrances as are shown in that certain
Preliminary Report dated January 24, 1997, issued by Title
Guaranty of Hawaii, Inc. with respect to the Land, and the
encroachments shown in the surveys of the Land made by
Wayne M. Teruya dated February 9, 1993 (Lot 12), March 6,
1993 (Lot 13), April 6, 1993 (Lot 13212), April 8, 1993
(Lot 13200), and April 16, 1993 (Lots 5 and 13811), as
revised, and good and marketable title to all other assets
subject only to such exceptions or encumbrances as to not
materially adversely affect its ability to perform its
obligations under the Loan Documents.

     4.12 Pension Plans.  All employee pension benefit
plans ("Pension Plans" as defined in the Employee
Retirement Income Security Act of 1974, as amended
("ERISA") and subject to Title IV of ERISA, of the Borrower
and the Guarantor meet the minimum funding standards of 302
of ERISA, and no Reportable Event, as defined in ERISA, or
non-exempt prohibited transaction, as described in Section
406 of ERISA, has occurred in respect of any such Pension
Plans that could reasonably result in material liability of
the Borrower or the Guarantor in excess of any liability
disclosed in the Financial Statements.


     4.13 Statements True.  No representation or warranty
by the Borrower contained in this Loan Agreement or in any
certificate or other document furnished by the Borrower
pursuant to this Loan Agreement contains any untrue
statement of material fact or omits to state a material
fact necessary to make such representation or warranty not
misleading in light of the circumstances under which it was
made.

     All representations and warranties stated in this
Article shall survive until all the Obligations shall have
been satisfied in full.


Article 5.     Affirmative Covenants

     The Borrower covenants to and agrees with the Lender
that, so long as any of the Obligations shall remain
unsatisfied or any commitments hereunder remain
outstanding, the Borrower will comply, and will cause the
Guarantor to comply, with the following covenants;

     5.1  Financial Statements.  The Borrower will furnish
or cause to be furnished to the Lender:

     5.1.1     Within ten (10) Domestic Business Days after
the same are required to be filed with the Securities and
Exchange Commission, copies of the Guarantor's 10-K and 10-
Q statements;

     5.1.2     Within 90 days after the close of each
quarterly accounting period in each fiscal year, (a)
summary schedules of income and cash flow for the
Borrower's business, (b) a statement of operations of the
Borrower for such quarterly period; (c) a balance sheet of
the Borrower as of the end of such quarterly period;
(subject to year-end audit adjustment and certified by the
president or any vice president of the Borrower to have
been prepared in accordance with generally accepted
accounting principles consistently applied by the Borrower,
except for any inconsistencies explained in the
certificate, all of which reports shall be in the form of
Exhibit 5.1.2 attached hereto), and (d) a certification by
the president or any vice president of the Borrower, in
reasonable detail, or any vice president of the Borrower,
in reasonable detail, evidencing the Borrower's compliance
at the end of such quarterly accounting period with the
covenants contained in Articles 5 and 6 of this Loan
Agreement;

     5.1.3     Within 120 days after the close of each
fiscal year: (a) a statement of cash flow of the Borrower
for such fiscal year; (b) a statement of operations of the
Borrower for such fiscal year; (c) a balance sheet of the
Borrower as of the end of such fiscal year; (all of the
aforementioned financial statements to be certified by
independent certified public accountants selected by the
Borrower; and (d) a certification by the president or any
vice president of the Borrower, in reasonable detail,
evidencing the Borrower's compliance at the end of such
fiscal year with the covenants contained in Articles 5 and
6 of this Loan Agreement; and

     5.1.4     By March 31 of each year, copies of the
Borrower's three year summary forecast of cash receipts and
expenditures for the Borrower's business, prepared on a
calendar year basis.

     5.2  Maintain Assets in Good Order.  The Borrower will
maintain its real estate and other properties in good
condition and repair (normal wear and tear excepted), and
will pay and discharge or cause to be paid and discharged
when due and in the normal course of business, the cost of
repairs to or maintenance of the same, and will pay or
cause to be paid all of their indebtedness as it becomes
due, except as otherwise permitted by Section 5.3 of this
Loan Agreement.

     5.3  Pay Taxes.  The Borrower will pay or cause to be
paid when due, all taxes, assessments and charges or levies
imposed upon it or on any of its property or which it is
required to withhold and pay over, except where contested
in good faith by appropriate proceedings with adequate
reserves therefore having been set aside on its books, and
the Borrower will pay or cause to be paid all governmental
charges or taxes (except income, franchise or similar
taxes) at any time payable or ruled to be payable in
respect of the existence, execution or delivery of this
Loan Agreement and the Note by reason of any existing or
hereafter enacted federal or state statute.

     5.4  Inspection.  Subject to Section 8.7 of this Loan
Agreement, the Borrower will, when reasonably requested in
writing so to do, make available for inspection by the
Lender's duly authorized representatives any of its
properties and Records, and will furnish to the Lender any
information regarding its business affairs and financial
condition within a reasonable time after written request
therefore.

     5.5  Maintain Corporate Existence.  The Borrower will
take all necessary steps to preserve its corporate
existence and to comply with all present and future Laws
applicable to it in the operation of its businesses and to
comply with all material agreements to which it is subject.

     5.6  Notice of Default.  The Borrower will notify the
Lender immediately if the Borrower becomes aware of the
occurrence of any Event of Default under this Loan
Agreement or of any fact, condition or event that only with
the giving of notice or passage of time, or both, would
become such an Event of Default, or of the failure of the
Borrower or the Guarantor to observe any of their
respective material undertakings under this Loan Agreement.

     5.7  Fund Pension Plans.  The Borrower will: (1) fund
all its Pension Plans (defined in Section 4.12) in
accordance with no less than the minimum funding standards
of 302 of ERISA; and (2) promptly advise the Lender of the
occurrence of any Reportable Event or nonexempt prohibited
transaction as described in Section 406 of ERISA, in
respect of any such Pension Plans that could result in
material liability of the Borrower or the Guarantor.



                Article 6.  Negative Covenants.
                             
     6.1  No Reorganization.  The Borrower will not,
without the prior written consent of the Lender, enter into
any merger, consolidation, reorganization or
recapitalization, or reclassify its capital stock, or
substantially change the nature of its business as now
conducted.

     6.2  Disposition of Assets.  The Borrower will not,
without the prior written consent of the Lender, sell,
transfer, lease or otherwise dispose of all or any material
part of its assets except (a) in the ordinary course of
business as now conducted, (b) for a lease of the
restaurant area within the clubhouse located on the
Premises, provided the lease if for market rental rates and
on customary terms for a restaurant lease of similar size,
(c) for payment to Guarantor or any Affiliate for inter-
company services rendered by Guarantor or such Affiliate to
the Borrower in the ordinary course of Borrower's business,
or (d) stockholder distributions in compliance with Hawaii
law.

     6.3  No Untrue Statements.  Neither the Borrower nor
the Guarantor will knowingly furnish to the Lender any
certificate or other document that will knowingly contain
any untrue statement of material fact or that will omit to
state a material fact necessary to make it not misleading
in light of the circumstances under which it was furnished.

     6.4  Margin Stock.  Neither the Borrower nor the
Guarantor will directly or indirectly apply any part of the
proceeds of any of the Loan to the purchasing or carrying
of any "margin stock" within the meaning of Regulation U of
the Board of Governors of the Federal Reserve System, or
any regulations, interpretations or rulings thereunder.

     6.5  No Other Borrowings.  The Borrower will not,
without the prior written consent of the Lender, incur,
agree to incur, assume, or in any manner become liable in
respect of indebtedness (recourse or nonrecourse) other
than (a) indebtedness evidenced by the Note and this Loan
Agreement, (b) indebtedness secured by a security interest
or encumbrance permitted under Section 6.6 of this Loan
Agreement, (c) indebtedness under the COLAS, and (d)
unsecured indebtedness incurred and paid in the ordinary
course of the Borrower's business.

     6.6  No Other Encumbrances.  The Borrower will not,
without the prior written consent of the Lender,
hypothecate, pledge, mortgage, grant a security interest in
or otherwise encumber (or permit to be encumbered) any of
its assets now owned or hereafter acquired, otherwise than
in the ordinary course of the business of the Borrower (for
purposes of this Section 6.6, encumbrances incurred or
created in the ordinary course of the business shall be
deemed to include (a) liens for taxes and governmental (or
quasi-governmental) assessments or similar charges that are
not yet due and payable, (b) pledges or deposits to secure
payment of workers' compensation or to participate in any
fund established under workers' compensation, unemployment
insurance, pensions or similar social security programs,
(c) liens of mechanics, materialmen, warehousemen, carriers
or other similar liens that are not yet due and payable,
(d) good faith pledges or deposits made to secure
performance of bids, tenders, contracts (other than for the
repayment of borrowed money), leases, statutory
obligations, or surety, appeal, indemnity, performance or
similar bonds required in the ordinary course of business,
not exceeding at any one time outstanding $50,000 for all
such pledges or deposits in the aggregate for the Borrower,
(e) retained liens or security interest of equipment
lessors on equipment leased under equipment leases, and (f)
retained liens or security interests of equipment vendors
securing payment of the purchase price of such equipment
purchased on time by the Borrower.


                    Article 7.  Default
                             
     7.1  Events of Default.  The occurrence of any one or
more of the following events shall constitute an Event of
Default under this Loan Agreement and the Note:

     7.1.1     Failure to Pay. The Borrower shall fail to
pay when due any principal or interest or fee or other
charge payable under this Loan Agreement or the Note and
such failure shall continue for a period of five Domestic
Business Days.

     7.1.2     Breach of Covenant.  The Borrower or the
Guarantor shall fail to observe or perform any other
obligation to be observed or performed by it under this
Loan Agreement or the Note and such failure from the
Lender; or (2) the Lender is notified of such failure
pursuant to the provisions of Section 5.6 of this Loan
Agreement, whichever is earlier.  Notwithstanding the
foregoing, no Event of Default shall be deemed to have
occurred if, with respect to any default which is of such
character as to require more than 30 days to cure, the
Borrower or the Guarantor shall have commenced such cure
within such 30-day period and shall thereafter diligently
and continuously pursue appropriate steps to cure such
default, and the same shall have been completely remedied
within 90 days after the date that the Borrower has been
notified of such default, provided during the pendency of
such cure period the default will not subject the Mortgaged
Properties or any part thereof to forfeiture, loss or
material damage or the reasonable probability thereof.

     7.1.3     False Statements.  Any Financial Statement,
other statement, representation, warranty or certificate
made or furnished by the Borrower or the Guarantor to the
Lender in connection with this Loan Agreement, or as an
inducement to the Lender to enter into this Loan Agreement,
or in any separate statement or document delivered pursuant
to the provisions of this Loan Agreement, shall be
materially and knowingly false, incorrect, or incomplete
when made or delivered.

     7.1.4     Inability to Pay Debts.  The Borrower or the
Guarantor shall admit in writing its inability to pay its
debts as they mature, or shall make an assignment for the
benefit of any of its creditors.

     7.1.5     Involuntary Bankruptcy.  A decree or order
for relief shall be entered by a court having jurisdiction
in respect of the Borrower or the Guarantor in an
involuntary case under the federal Bankruptcy Code or any
other applicable federal or state bankruptcy, insolvency or
similar law, or a receiver, liquidator, assignee,
custodian, trustee, sequestrate (or similar official) shall
be appointed for the Borrower or Guarantor or for any
substantial part of its property, and any such decree or
order shall continue unstayed and in effect for a period of
60 consecutive days.

     7.1.6     Voluntary Bankruptcy.  The Borrower or the
Guarantor shall commence a voluntary case under the federal
Bankruptcy Code or any other applicable federal or state
bankruptcy, insolvency or similar law, or the Borrower or
Guarantor shall consent to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee,
custodian, sequestrator (or other similar official) of the
Borrower or the Guarantor or any substantial part of its
property.

     7.1.7     Judgments.  A final judgment which alone or
with other outstanding final judgments against the Borrower
exceeds $1,000,000, or alone or with other outstanding
final judgments against the Borrower and/or the Guarantor
exceeds $3,000,000 in the aggregate and (i) such judgment
shall not be discharged or fully bonded against within 60
days, or (ii) within 60 days after entry of such judgment,
execution shall not be discharged within 60 days after
expiration of any such stay.

     7.1.8     Guarantor.  If the Guarantor should deny
liability under or attempt to rescind or revoke its
Guaranty for any reason whatsoever, or if the Guarantor
should become insolvent or admit in writing its inability
to meet its debts as they become due or if bankruptcy,
insolvency or similar proceedings should be commenced by or
against the Guarantor, unless, within 120 days after any
such event, its Guaranty shall have been superseded by a
new guaranty (in the form of the original Guaranty) issued
by one or more other guarantors reasonably acceptable to
the Lender.

     7.2  Acceleration.  Immediately and without notice
upon the occurrence of an Event of Default specified in the
foregoing subsections 7.1.4 through 7.1.8, or at the option
of the Lender, but only upon notice by the Lender to the
Borrower, upon the occurrence of any other Event of
Default, all of the Obligations shall immediately become
due and payable without further action of any kind.
Immediately and without notice upon the occurrence of any
Event of Default specified in Section 7.1, the Lender shall
have no obligation to make any further disbursements of the
Loan under this Loan Agreement.

                 Article 8.  Miscellaneous
                             
     8.1  Further Assurance.  From time to time, the
Borrower and the Lender will execute and deliver such
additional documents and provide such additional
information as may be reasonably required to carry out the
intent of this Loan Agreement.

     8.2  Reappraisals.  The Lender shall have the right to
obtain at the Borrower's expense reappraisals of the
Mortgaged Properties, from any licensed or certified
appraiser designated by the Lender, from time to time (a)
whenever a reappraisal is required by any law, rule or
regulation applicable to the conduct of the Lender's
business, or is requested or directed by any governmental
authority charged with the administration of such law, rule
or regulation or the Lender's compliance therewith, whether
or not such request or direction has the force of law, or
(b) whenever the Lender had reasonable cause to believe
that the current Loan-to-value ratio (i.e., the quotient
obtained by dividing the total amount of the Loan by the
current fair market value of the Mortgaged Properties)
exceeds 70%, or (c) whenever deemed appropriate by the
Lender, following the occurrence or during the continuance
of any Event of Default.  The Lender will give the Borrower
notice that it is having or is required to have the
Mortgaged Properties reappraised, the reasons for the
reappraisal, and a copy of the appraisal when completed.

     8.3  Enforcement and Waiver by the Lender. The Lender
shall have the right at all times to enforce the provisions
of the Loan Documents, as they may be amended from time to
time, in strict accordance with their respective terms,
notwithstanding any conduct or custom on the part of the
Lender in refraining form so doing at any time or times.
The failure of the Lender at any time or times to enforce
its rights under such provisions, strictly in accordance
with the same, shall not be construed as having created a
custom in any way or manner contrary to specific provisions
of the Loan Documents or as having in any way or manner
modified or waived the same.  No single or partial exercise
of any right by the Lender shall preclude the further or
other exercise thereof.  All rights and remedies of the
Lender are cumulative and concurrent and the exercise of
one right or remedy shall not be deemed a waiver or release
of any other right or remedy.

     8.4  Expenses of the Lender.  The Borrower will, on
written demand accompanied by appropriate statements,
reimburse to the Lender all reasonable expenses, including
the reasonable fees and expenses of legal counsel for the
Lender, incurred by the Lender in connection with the
negotiation, preparation, amendment, modification, waiver,
and/or enforcement of the Loan Documents and the collection
or attempted collection of the indebtedness evidenced by
the Loan Documents, or any of them including but not
limited to bankruptcy or reorganization proceedings.

     8.5  Notices.  Any notices or consents required or
permitted by this Loan Agreement or the other Loan
Documents shall be in writing and may be delivered in
person or sent by United States mail or by telecopy and
shall be deemed delivered when delivered in person or five
(5) Domestic Business Days has elapsed from the date of the
deposit of the same in the United States mail, certified,
postage prepaid, return receipt requested, or when sent
during normal business hours at the place of receipt and
the receipt of which is confirmed in writing if by
telecopy, to the address of the parties as follows, unless
such address is changed by written notice hereunder:

     If to the Borrower:

          Waikele Golf Club
          700 Bishop Street, Suite 2100
          Honolulu, Hawaii  96813
          Attention: Legal Department
          Telecopy No.:  (808) 543-8528

     If to the Lender:

          Bank of Hawaii
          CIPLD, 366
          P.O. Box 2900
          Honolulu, Hawaii  96846
          Attention:  Administrative Officer
          Telecopy No.:  (808) 538-4060

     8.6  Waiver by the Borrower.  To the maximum extent
permitted by applicable Laws, the Borrower waives notice
and opportunity to be heard, after acceleration in the
manner provided above in Section 7.2, before exercise by
the Lender of the remedy or setoff or of any other remedy
or procedure permitted by any applicable Laws or by any
agreement with the Borrower or the Guarantor, and, except
where specifically required by the Loan Documents or by any
applicable Laws, notice of any other action taken by the
Lender.

     8.7  Disclosure of Information.  The Borrower consents
to the Lender's disclosure to other lenders participating
or considering participating in the Loan of any information
held by the disclosing entity from time to time, financial
or otherwise, pertaining in any way to the creditworthiness
or other condition of the Borrower or the Guarantor.  The
Lender agrees that is shall maintain confidentiality with
regard to nonpublic information concerning the Borrower and
Guarantor obtained from the Borrower, provided that the
Lender shall not be precluded from making disclosure
regarding such information: (i) to their own respective
counsel, accountants and other professional advisors, (ii)
in response to a subpoena or order of a court of
governmental agency, (iii) to any entity participating or
considering participating in any credit made under this
Loan Agreement, (iv) to any guarantor or subordinated
lender with respect to this Loan Agreement and whose
identity has been previously disclosed in writing to the
Borrower, or (v) as required by law or applicable
regulation.

     8.8  Applicable Law.  The substantive Laws of the
State of Hawaii shall govern the construction of this Loan
Agreement and the Note and the rights and remedies of the
parties hereto and thereto.

     8.9  Binding Effect and Entire Agreement.  This Loan
Agreement shall inure to the benefit of, and shall be
binding on, the parties hereto and the respective
successors and permitted assigns of the parties hereto.
This Loan Agreement and the remainder of the Loan
Documents, together with all other documents executed and
delivered pursuant to this Loan Agreement, constitute the
entire agreement among the Lender, the Lender and the
Borrower concerning the subject matter hereof.

     8.10 Amendments; Consents.  No amendment,
modification, supplement, termination, or waiver or
forbearance of any provision of this Loan Agreement or any
of the other Loan Documents, and no consent to any
departure by the Borrower therefrom, may in any event be
effective unless in writing signed by the Lender, and then
only in the specific instance and for the specific purpose
given; provided, however, that no action shall be taken
which has the effect of altering any required payment of
principal, interest or fees, or releasing any collateral
security for the Loan, unless in writing signed by the
Lender.

     8.11 Assignment.

     8.11.1  The Borrower shall have no right to assign any
of its rights or obligations under any of the Loan
Documents without the prior written consent of the Lender.

     8.11.2  At any time and from time to time, Lender may
sell, transfer, assign or grant participations in the Loan
and in any of the Loan Documents.  Borrower authorized the
Lender to forward to each participant and prospective
participant all documents and information, including
without limitation financial information, relating to the
Loan as Lender determines to be necessary or desirable,
whether furnished by Borrower or any Guarantor.  Borrower
shall have the right to approve any assignment of the Loan,
which approval will not be unreasonably withheld or
delayed.  Borrower shall not have any approval right as to
a participation.  If Lender makes an assignment or
participation Lender will notify Borrower and Guarantor
thereof and will provide the identity and contact person
and address of such assignee or participant.

     8.12 Severability. If any provisions of any of the
Loan Documents shall be held invalid under any of the
applicable Laws, such invalidity shall not affect any other
provision of any of the Loan Documents that can be given
effect without the invalid provision, and, to this end, the
provisions of the Loan Documents are severable.

     8.13 Section Headings.  The titles of Sections appear
herein as a matter of convenience only, and shall not
affect the construction of this Loan Agreement or any
provision hereof.


     8.14 Survival of Certain Payment Obligations.  The
obligations of the Borrower to indemnify the Lender
against, and pay an reimburse to the Lender, the costs and
expenses referred to in Section 8.4 of this Loan Agreement
(a) shall survive the repayment of the Loan and termination
of this Loan Agreement to the extent such losses, costs and
expenses are specifically billed to the Borrower, within 60
days after full repayment of the Loan and termination of
this Agreement, and (b) shall not survive the repayment of
the Loan and termination of this Loan Agreement to the
extent of any such costs or expenses which are not
specifically billed to the Borrower within 60 days after
full repayment of the Loan and termination of this Loan
Agreement.

     8.15 Arbitration.  If Borrower or Lender request any
controversy or claim between Borrower and Lender arising
out of or relating to the Loan will be decided by
arbitration conducted in the State of Hawaii in accordance
with Chapter 658 of the Hawaii Revised Statutes and the
Commercial Arbitration Rules of the American Arbitration
Association.  The arbitrator's will apply any applicable
statute of limitations and will determine any controversy
concerning whether an issue is arbitrable.  Judgment on any
arbitration award may be entered in any court having
jurisdiction.  The prevailing (winning) party will be
entitled to recover its reasonable attorney's fees and
costs.  This agreement to arbitrate shall not limit or
restrict the right, if any, of either party, whether
before, during or following any arbitration proceeding, (a)
to exercise self help remedies such at setoff, (b) to
foreclose the Mortgage lien or other security interest in
real or personal property collateral, or (c) to obtain
provisional or ancillary remedies such as the appointment
of a receiver of the Mortgaged Properties, or injunctive
relief from a court having jurisdiction, and either party
may seek those remedies without waiving the right to submit
the controversy or claim in questions to arbitration.

     8.16 Limitation of Liability.  Neither any Affiliate
other than the Borrower and Guarantor nor any present or
future advisor, trustee, director, officer, partner,
employee, beneficiary, shareholder, participant or agent of
or in the Borrower, the Guarantor or any Affiliate
(collectively, the "Related Persons") shall have any
liability, directly or indirectly, under or in connection
with the Loan Documents, or any amendment or amendments to
any of the Loan Documents made at the time or times,
heretofore or hereafter, and the Lender and its successors
and assigns and, without limitation, all other persons and
entities, shall look solely to the Borrower and the
Guarantor for the payment of any claim or for any
performance of any obligation under the Loan Documents, and
the Lender hereby waives any and all claims of personal
liability against all Related Persons; PROVIDED, HOWEVER,
that the foregoing limitation and waiver shall not prohibit
the Lender from pursuing any tort action for recovery of
losses or damages suffered by the Lender and arising out of
the conversion, waste, fraud, misappropriation or other
tortious or intentional acts of any such Related Persons.
The limitation of liability provided in this Section is in
addition to, and not in limitation of, any limitation on
liability applicable to any such Related Persons provided
by law or by any other contract, agreement or instrument.
The terms and provisions of this Section shall prevail over
any conflicting terms and provisions of any of the Loan
Documents.

     8.17 Execution in Counterparts.  This Loan Agreement
may be executed in any number of counterparts, each of
which shall be deemed to be an original, and all of which
together shall constitute one and the same instrument.
             Article 9.  Consent of Guarantor
                             
     The Guarantor does hereby consent to and ratify the
agreements set forth in this Loan Agreement, the Note, and
the Amendment and all the terms and conditions of this Loan
Agreement, the Note, and the Amendment, and agrees that the
absolute and unconditional guarantee and agreements of the
Guarantor to the Lender under the Guaranty shall apply with
full force and effect to this Loan Agreement, the Note, the
Amendment, and the other Loan Documents as modified by this
Loan Agreement, the Note and the Amendment, and confirms
that its Guaranty remains in full force and effect and
applies to all of the Borrower's obligations under the Loan
Documents, as amended.


     IN WITNESS WHEREOF, the Borrower, Guarantor, and the
Lender have duly executed this Loan Agreement

WAIKELE GOLF CLUB, INC.                 AMFAC/JMB HAWAII,
INC.

By________________________
By_____________________
 Its Senior Vice President               Its Vice President

By________________________              By_____________________
 Its                 (Seal)                 Its
          Borrower                           Guarantor

BANK OF HAWAII


By________________________
 Its Vice President
          Lender


                 AMENDED AND RESTATED NOTE
                             
                             
     This Amended and Restated Note ("Note") dated February
____, 1997 is made by WAIKELE GOLF CLUB, INC., a Hawaii
corporation (the "Maker") in favor of BANK OF HAWAII, a
Hawaii banking corporation (the "Bank")

Recitals:

     (a)  Maker executed and delivered to the Bank a
promissory note dated September 28, 1993 payable to the
Bank's order in the original principal amount of
$10,000,000 (the "Original Bank Note").

     (b)  Maker executed and delivered to Orix USA
Corporation a second promissory note also dated September
28, 1993 payable to the order of Orix USA Corporation in
the original principal amount of $10,000,000 (the "Original
Orix Note").

     (c)  Bank has purchased the Original Orix Note, and is
the holder of the Original Bank Note and the Original Orix
Note (collectively the "Original Notes").

     (d)  The Original Notes are secured by, among other
instruments, a Mortgage, Security Agreement and Financing
Statement dated September 28, 1993, filed in the Office of
the Assistant Registrar of the Land Court of the State of
Hawaii as Land Court Document No. 2072517 noted on Transfer
Certificate of Title Nos. 418,785 and 428,219, and recorded
in the Bureau of Conveyances of the State of Hawaii as
Document No. 93-162322 ("Mortgage") and a Financing
Statement recorded in said Bureau as Document NO. 93-12323
("UCC-1").

     (e)  The Original Notes, the Mortgage, the UCC-1 and
the other instruments evidencing, securing or otherwise
relating to the Original Notes are sometimes hereinafter
called the "Loan Documents."

     (f)  The Maker has requested the Bank to increase the
principal amount of the loan outstanding as of the date of
this Note to $25,000,000 and to revise certain other terms
of the Original Notes and the other Loan Documents.

     (h)  The Maker and the Bank have entered into an
Amendment to Mortgage and Other Loan Documents dated the
same date as this Note (the "Amendment").


Amended and Restated Note:

     For good and valuable consideration received by the
Maker, the receipt and sufficiency of which are hereby
acknowledged by the Maker, subject to and effective upon
the satisfaction of the conditions set forth in the
Amendment, the Original Notes are combined into one
promissory note, and amended and restated in their entirety
to read as follows, and all references in the Mortgage and
other Loan Documents to the Original Notes are deemed to
refer to this Amended and Restated Note:

$25,000,000                            February ___, 1997
                                        Honolulu, Hawaii



     WAIKELE GOLF CLUB, INC., a Hawaii corporation (the
"Maker"), hereby promises to pay to the order of BANK OF
HAWAII, a Hawaii banking corporation (the "Bank"), at the
Bank's principal office at 111 South King Street, Honolulu,
Hawaii 96813, or in such other manner and at such other
place as the holder of this Note bay from time to time
designate in writing delivered to the Maker, at the times
set forth herein, (a) the principal amount of $25,000,000,
or, if less, so much thereof as may have been disbursed by
the Bank to or for the account of the Maker and shall
remain outstanding under this Note, and (b) interest on
outstanding balances of principal under this Note at the
rate or rates described below.

     1.   Loan Evidenced by this Note. This Note evidences
the Loan made or to be made or deemed to be made by the
Bank under the Amended and Restated Term Loan Agreement
("Loan Agreement") dated as of the date of this Note,
between the Maker, as "Borrower" and the Bank, as "Lender".
Capitalized terms used in this Note and other otherwise
defined in this Note have the meanings given to them in the
Loan Agreement.

     2.   Interest Rate.  Outstanding balances of principal
under this Note, prior to the maturity (whether by
acceleration or otherwise) of the indebtedness evidenced by
this Note, shall bear interest from the date of this Note
until the fifth anniversary date of this Note at a fixed
rate for the applicable LIBOR Interest Period of Two
hundred (200) basis points (i.e., two percentage points)
above the applicable LIBOR Rate, and from the fifth
anniversary date to the tenth anniversary date of this
Note, at a fixed rate for the applicable LIBOR Interest
Period of Two Hundred Twenty-five (225) basis points (i.e.,
two and twenty-vie hundredths percentage points) above the
applicable LIBOR Rate.

     Any provision contained in this Note to the contrary
notwithstanding, if in respect of any LIBOR Interest Period
deposits in United States Dollars (in the applicable
amounts) are not being offered to the Bank in the relevant
market for such LIBOR Interest Period, the Bank shall
forthwith give notice thereof to the Maker, whereupon
(until the Bank notifies the Maker that the circumstances
giving rise to such suspension no longer exist) the
calculation of interest under this Note on the basis of a
LIBOR Rate shall be suspended, and interest shall be
calculated at a floating rate equal to the Base Rate in
effect from time to time.

     3.   Computation of Interest.  Interest hereunder
shall be computed on the basis of a year of 360 days and
paid for the actual number of days elapsed.

     4.   Payments of Interest and Principal.  The Maker
shall pay principal and interest monthly on the first day
of each month for the month immediately preceding, as
follows: (a) accrued interest calculated on the basis of
the applicable LIBOR Rate (or if applicable under paragraph
2 of the floating Base Rate) then in effect on outstanding
balances of principal under this Note, together with (b)
equal principal amortization payments in the amount of
1/12th of the total principal amount payable during each
one-year increment of the term of the Loan, (i.e., the
first one-year increment commencing on the date of this
Note and each one-year increment thereafter commencing on
the anniversary date of this Note), computed on the basis
of (i) the interest rate in effect as of first day of each
such increment, (ii) the principal balance of the Note
outstanding as of the first date of each such increment,
and (iii) the then remaining balance of an initial 30-year
amortization schedule, e.g. a 30-year amortization schedule
in the first increment commencing on the date of this Note,
a  29-year amortization schedule in the second increment
commencing on the first anniversary date of this Note, etc.

     The Maker shall repay the entire outstanding balance
of principal hereunder together with all accrued and then
unpaid interest on the tenth anniversary date of this Note
(i.e., February ____, 2007).

     5.   Voluntary Prepayments.  The Maker shall have the
right from time to time and at any time, upon not less than
two full Domestic Business Days' prior written notice to
the Bank, to make voluntary prepayments of principal
outstanding under this Note, without prepayment penalty, in
an amount not less than $250,000 (and only in) integral
multiples of $50,000, provided, however, if the Maker
prepays any principal amount or otherwise makes any payment
of principal on any day other than the last day of the
applicable LIBOR Interest Period, the Maker shall reimburse
to he Bank, on demand, the expenses and funding losses
incurred by the Bank as a result of such prepayment as
reasonably determined by the Bank.  Should any such
voluntary prepayment be made, there will be no changes in
the maturity date of this Note or in the amount of the
monthly payments unless the holder of this Note agrees in
writing to those changes.

     6.   Payment Dates.  Whenever any payment of principal
of, or interest on, any amount hereunder shall be due on a
day which is not a LIBOR Business Day, the date for payment
thereof shall be extended to the next succeeding LIBOR
Business Day unless as a result thereof if would fall in
the next calendar month, in which case it shall be advanced
to the next preceding LIBOR Business Day.  If the date for
any payment of principal is extended by operation of law or
otherwise, interest shall be payable for such extended
time.

     7.   Illegality.  If, after the date of this Note, the
adoption of any applicable law, rule or regulation, or any
change therein, or any change in the interpretation or
administration thereof by any governmental authority,
central bank or comparable agency charged with the
interpretation or administration thereof, compliance by the
Bank with any request or directive (whether or not having
the force of law) of any such authority, central bank or
comparable agency shall make it unlawful or impossible for
the Bank to make, maintain or fund loans in respect of
which interest is or is to be calculated on the basis of a
LIBOR Rate, the Bank shall forthwith so notify the Maker,
whereupon until the Bank notifies the Maker that the
circumstances giving rise to such suspension no longer
exist, the calculation of interest under this Note on the
basis of a LIBOR rate shall be suspended, and interest
shall be calculated on the basis of the floating Base Rate
as provided in paragraph 2 above.

     8.   Increased Costs.

     8.1  If, after the date of this Note, the adoption of
any applicable law, rule or regulation, or any change
therein or any change in the interpretation or
administration thereof by any governmental authority,
central bank or comparable agency charged with the
interpretation or administration thereof or compliance by
the Bank with any request or directive (whether or not
having the force of law) of any such authority, central
bank or comparable agency:

          (a)  Shall subject the Bank to any tax, duty or
     other charge in respect of LIBOR Rate loans or shall
     change the basis of taxation of payment to the Bank
     of the principal of or interest on LIBOR Rate Loans
     (except for changes in the rate of tax on the overall
     net income or gross income of the Bank); or

          (b)  Shall impose, modify or deem applicable any
     reserve (including, without limitation, any imposed
     by the Board of Governors of the Federal Reserve
     System), special deposit or similar requirement
     against assets of, deposits with or for the account
     of, or credit extended by, the Bank;

and the result of any of the foregoing is to increase the
cost to the Bank of permitting interest hereunder to be
calculated on the basis of a LIBOR Rate, or to reduce the
amount of any sum received or receivable by the Bank under
this Note, by an amount deemed by the Bank to be material,
then, within fifteen Domestic Business Days after demand by
the Bank, supported by a certification showing in
reasonable detail the calculation and amount of such
increased costs or reduction, the Maker will pay to the
Bank such additional amount or amounts as will compensate
the Bank for such increased cost or reduction of
receivables.  The Bank shall promptly notify the Maker of
any event of which it has knowledge, occurring after the
date of this Note, which would entitle the Bank to
compensation pursuant to this Paragraph 8.

     8.2  A certificate of the Bank claiming compensation
under this paragraph 8 and setting forth the additional
amount or amounts to be paid to it hereunder shall be
conclusive in the absence of manifest error.  In
determining such amount, the Bank may use any reasonable
averaging and attribution methods.

     9.   Interest After Dates Fixed for Payment or
Prepayment.  Any provision contained in this Note to the
contrary notwithstanding, and at the option of the holder
of this Note, if any payment of principal or interest shall
not be made within five days after the same becomes due,
interest shall be payable on the principal portion of such
defaulted payment and, if permitted by law, on the interest
portion of such defaulted payment, at a rate one and one-
half percentage points above the rate otherwise applicable
thereto under paragraph 2 of this Note (the "Default Rate")
and, if any such payment of principal or interest shall not
be made for 30 days after the same becomes due, interest
shall be payable at the Default Rate on the whole of the
outstanding principal balance of this Note.

     10.  Acceleration.  If any "Event of Default" (as that
term is defined in Article 7 of the Loan Agreement) shall
occur and be continuing, the entire outstanding principal
balance and accrued interest thereon, together with (to the
extent permitted under applicable law) costs and reasonable
attorneys' fees incurred by the Bank or by the holder of
this Note in collecting or enforcing payment, shall become
due and payable, anything contained in this Note to the
contrary notwithstanding, time being of the essence, (a)
immediately and without notice upon the occurrence of an
Event of Default specified in any one of Sections 7.1.4
through 7.1.8 of the Loan Agreement, and (b) at the option
of the Bank, but only upon written notice to the Maker,
upon the occurrence of any other Event of Default.

     11.  Definitions.  Wherever any of the following terms
is used in this Note:

     11.1 "Base Rate" means the primary index rate
established by the Bank from time to time in good faith in
the ordinary course of its business and with due
consideration of the money market, and published by
intrabank circular letters or memoranda for the guidance of
its loan officers in pricing all of the Bank's loans in
respect of which the interest rate floats with or above the
Base Rate.  (If Bank's "Base Rate" is discontinued and
replaced by a comparable rate then, for all purposes of
this Note, the comparable rate shall be substituted in
place of the discontinued Base Rate).

     11.2 "Domestic Business Day" means any day except a
Saturday, Sunday or other day on which commercial banks in
the State of Hawaii are authorized by law to close.

     11.3 "LIBOR Business Day" means any Domestic Business
Day on which commercial banks are open for domestic and
international business (including dealings in U.S. dollar
deposits) in the interbank markets.

     11.4 "LIBOR Interest Period" means a period of three
months; provided, however, that any LIBOR Interest Period
which would otherwise end on a day that is not a LIBOR
Business Day shall be extended to the next succeeding LIBOR
Business Day.

     11.5 "LIBOR Rate" means, for each LIBOR Interest
Period, a reserve-adjusted rate of interest per annum
rounded upward, if necessary, to the nearest 4 decimal
places, at which U.S. dollar deposits in immediately
available funds are offered to major banks in the interbank
market at 11:00 a.m., New York time, on the day which is
two LIBOR Business Days prior to the commencement of a
LIBOR Interest Period.  The Bank shall establish the LIBOR
Rate for each LIBOR Interest Period based on offered rates
as reported by reporting services generally used by the
Bank.  Such offered rates are quoted based on both the
amount of the LIBOR Rate loan and the LIBOR Interest
Period.  The LIBOR Rate shall incorporate the LIBOR Reserve
Requirement.

     11.6 "LIBOR Reserve Requirement" means the then
maximum effective rate per annum (expressed as a
percentage), as determined solely by the Bank. of the
reserve requirements imposed by any regulatory body, such
as those pursuant to Regulation D of the Board of Governors
of the Federal Reserve System, on eurocurrency liabilities
of U.S. banks having a maturity equal to the term of the
LIBOR Interest Period, as adjusted by the Bank for expected
changes in such percentage during the applicable LIBOR
Interest Period.

     12.  Miscellaneous.

     12.1 The Bank shall be and is authorized and directed
to maintain records of account regarding the Loan,
evidencing the date and principal amount of each advance of
Loan proceeds under this Note and the date and amount of
each repayment and prepayment of principal and payment of
interest received from the Maker.  Such records shall
constitute prima facie evidence of the making and repayment
of such advances and of the payment of such interest.
However, neither the Bank's failure to maintain such
records not the Bank's making of erroneous notations in
such records shall affect the Maker's obligation, which the
Maker hereby accepts, to repay outstanding principal
balances of all advances actually made pursuant to the Loan
Agreement and evidenced by this Note, together with accrued
interest thereon at rates stated in this Note.




     12.2 All payment under this Note shall be made in
United States dollars at the Bank's principal office in
Honolulu, Hawaii or at such place as the holder of this
Note may designate in writing.

     12.3 The holder of this Note is entitled to the
benefits of the Loan Agreement

     12.4 This Note is to be construed in accordance with,
and governed by, the laws of Hawaii.

     12.5 As to this Note the Maker and all other who may
be or become liable for all or any part of the obligations
evidenced by this Note waive valuation and appraisement,
presentment, protest, notice, demand and notice of
dishonor, and consent to any and all releases or
substitutions of security and consent to any number of
renewals or extensions of time for the payment hereof or
any other indulgence or indulgences at any time or from
time to time granted to the undersigned or to any person
who at any time may become liable for all or and part of
the obligations evidenced by this Note.



     IT WITNESS WHEREOF, the Maker has caused this Note to
be executed and delivered by its duly authorized officers,
as of the day and year first above written.


                                   WAIKELE GOLF CLUB, INC.


                                   By ____________________
                                      Its


                                   By ____________________
                                      Its


LAND COURT SYSTEM                       REGULAR SYSTEM



      AMENDMENT TO MORTGAGE AND OTHER LOAN DOCUMENTS
                             
                             
     This Amendment to Mortgage and other Loan Documents
("Amendment") dated February 4, 1997, is by and among
WAIKELE GOLF CLUB, INC., a Hawaii corporation (the
"Borrower"), and BANK OF HAWAII, a Hawaii corporation (the
"Lender").

Recitals:

     (a)  Lender, ORIX USA Corporation, a Delaware
corporation ("Orix"), and Borrower entered into a Term Loan
Agreement dated September 28, 1993 whereby Lender and Orix
agreed to lend to Borrower, and Borrower agreed to borrow
from Lender and Orix, an aggregate principal amount of
$20,000,000 (the "Loan"), upon the terms and conditions set
forth in the Term Loan Agreement (the "Original Loan
Agreement").

     (b)  Pursuant to the Original Loan Agreement, Borrower
executed and delivered to Lender a promissory note dated
September 28, 1993 payable to the Lender's order in the
original principal amount of $10,000,000 (the "Original
Bank Note"), and executed and delivered to Orix a second
promissory note also dated September 28, 1993 payable to
the order of Orix in the original principal amount of
$10,000,000 (the "Original Orix Note").

     (c)  The Original Bank Note and the Original Orix Note
are collectively called the "Original Notes".

     (d)  The Original Notes are secured by, among other
instruments:

          (1)  a Mortgage, Security Agreement and Financing
     Statement dated September 28, 1993, made by Borrower
     in favor of Lender and Orix, filed in the Office of
     the Assistant Registrar of the Land Court of the State
     of Hawaii and Land Court Document No. 2072517 noted on
     TRANSFER CERTIFICATE OF TITLE NOS. 418, 785 and
     428,219 and recorded in the Bureau of Conveyance of
     the State of Hawaii as Document No. 162322
     ("Mortgage");

          (2)  A Financing Statement made by Borrower in
     favor of Lender and Orix, recorded in said Bureau as
     Document No. 93-162323 ("UCC-1"); and

          (3)  an Assignment of Lessor's Interest dated
     September 28, 1993, made by Borrower in favor of
     Lender and Orix, recorded in said Bureau as Document
     No. 93-162324 ("Assignment").

     (e)  The obligations of the Loan are guaranteed by a
Guaranty dated September 28, 1993 (the "Guaranty") made by
the Guarantor (defined in the Original Loan Agreement).

     (f)  The Original Notes, the Mortgage, the UCC-1, the
Assignment, the Guaranty, and all other instruments
evidencing, securing or otherwise relating to the Loan are
sometimes hereinafter called the "Loan Documents".

     (g)  Orix assigned to Lender the Original Orix Note,
and Orix's interest in the Mortgage, the UCC-1, the
Assignment, the Guaranty and all other Loan Documents by
Assignment of Loan Documents dated February 4, 1997, filed
in said Office as Land Court Document No. ___________ and
recorded in said Bureau as Document No. __________.

     (h)  Borrower has requested Lender to increase the
principal amount of the loan to $25,000,000, to revise
certain other terms of the Original Notes and the other
Loan Documents, and to replace the Exhibit A originally
attached to the Loan Documents with the Exhibit A attached
to this Amendment.

Agreements:

     For good and valuable consideration received by the
Lender, the Borrower and the Guarantor, the receipt and
sufficiency of which are hereby acknowledged by the Lender,
the Borrower and the Guarantor, it is agreed:

     1.   Amended Note.  The Original Notes are combined
into one promissory note, and amended and restated in their
entirety as set forth in the Amended and Restated Note in
the original principal amount of $25,000,000, dated the
same date as this Amendment, and executed and delivered by
the Borrower to the Lender ("Restated Note").  All
references in the Mortgage and the other Loan Documents to
the Original Notes are hereafter deemed to refer to the
Restated Note.

     2.   Amended Loan Agreement.  Borrower has executed
and delivered to the Lender an Amended and Restated Term
Loan Agreement dated the same date as this Amendment (the
"New Loan Agreement").  All references in the Mortgage and
the other Loan Documents to the Loan Agreement are
hereafter deemed to refer to the New Loan Agreement.

     3.   Amended Exhibit A.  The Exhibit A attached to the
Mortgage, the UCC-1, the Assignment, and any other Loan
Documents, is replaced by the Exhibit A attached to this
Amendment, and the Borrower does hereby mortgage to the
Lender, and its successors and assigns, and does hereby
grant to the Lender and its successors and assigns a
security interest in, all and singular, the property
described in Exhibit A attached to this Amendment, together
with the improvements, fixtures and other real property
interests and personal property described in the Mortgage,
the UCC-1, the Assignment, and the other Loan Documents, as
being appurtenant to, located or constructed on, related
to, arising from, used or to be used in connection with,
etc., the property described in the Exhibit A attached to
such Loan Documents, upon all the terms and conditions set
forth in the Mortgage, UCC-1, Assignment and other Loan
Documents, as fully and as completely as though the Exhibit
A attached to this Amendment had been originally attached
to such Loan Documents.  The purpose of substituting the
Exhibit A attached to this Amendment is to use a current
description of the mortgaged and pledged property after the
effect of certain consolidations and subdivisions of the
property originally described in the Loan Documents.

     4.   Acknowledgment and Waiver.  The Borrower
acknowledges that is has no claim, offsets or defenses of
any nature whatsoever against the Lender with respect to
the Original Notes as amended by the Restated Note or the
other Loan Documents, on and as of the date of this
Amendment, and waives any right which it may now have,
known or unknown, to assert and such claim, offset or
defense.

     5.   Conditions Precedent.  This Amendment shall not
become effective until, but shall become effective upon,
the date on which all of the following conditions shall
have been satisfied (or, in lieu of satisfaction, waived in
writing by the Lender, in the Lender's sole discretion):

          (a)  Lender shall have received a fully executed
original of the Restated Note and such number of fully
executed originals as the Lender may request of this