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                                                                   EXHIBIT 10.56
 
January 7, 1997
 
Mr. Seth A. Bakes
 
3301 Vista Drive
 
Manhattan Beach, CA 90266
 
Dear Seth:
 
    Thank you for coming to visit us in Hawaii last week to observe first hand
the operations of C. Brewer Homes, Inc. I believe that you understand and
welcome the challenge of this unique Company and on behalf of the Board of
Directors, I am pleased to offer you the position of President and Chief
Executive Officer of this Corporation under the following terms of employment:
 
     1. Effective January 20, 1997 you would join the Company at a basic salary
       of $175,000 which will be increased to $200,000 on July 20, 1997 if the
       financial health of the Company improves.
 
     2. Effective April 1, 1997 at the start of the new fiscal year you will
       have a MICP guideline opportunity of 40% of basic salary. On October 1,
       1997 that MICP guideline will be increased to 50% which will then provide
       you with an annual cash compensation opportunity of $300,000 per year.
       The target for payout will be the official 1998 Operating Plan which you
       will submit as CEO prior to the start of the fiscal year on April 1,
       1997. Your Annual Operating Plan must be approved by the Board of
       Directors and you will have complete operating responsibilities for the
       results of fiscal year 1998 (4/1/97 to 3/31/98).
 
     3. Immediately following your joining the Company, the Board will grant you
       an option for 50,000 shares of CBHI stock under the Company's Qualified
       Option Plan which means your price will be the market price on the NASDAQ
       at the close of business on January 20, 1997. We will grant you another
       50,000 share options at the closing market price on the successful
       completion of a merger of C. Brewer Homes and another Hawaiian company
       that we have discussed. The Company will then grant you another option
       for 50,000 shares of CBHI stock when the stock reaches 5 in the market
       place, provided this event happens by December 31, 1998. The Company will
       grant you another option for 50,000 shares when the stock price reaches
       8, provided this event happens by December 31, 1999. The Company will
       then grant you another 50,000 shares when the stock price reaches 11
       under the same provisions of the CBHI Qualified Option Plan provided this
       event happens by December 31, 2000. If the stock reaches 14, before
       December 31, 2001, the Company will grant you another option for 50,000
       shares. When the stock price reaches 17, the Company will grant you
       another 50,000 share option, provided this event takes place before
       December 31, 2002. All these shares would be awarded under the CBHI
       Qualified Option Plan sometimes referred to as the 1993 Stock
       Option/Stock Issuance Plan.
 
     4. The Company will provide a rent free home, owned by Wailuku
       Agribusiness, Inc., for one year as the Company is anxious for you to
       maximize your CEO effectiveness by living near the central operations of
       the Company on Maui.
 
     5. You will be appointed a member of the Board of Directors (without
       further compensation) at the first Board meeting following your joining
       the Company.
 
     6. You will be eligible for all the standard CBHI corporate benefits
       including two weeks vacation after six month's service and four weeks
       vacation beginning January 20, 1998. I have asked Kim Peterson to send
       you a packet of all the CBHI benefit programs.
 
     7. The Company will pay for moving expenses for you and your family from
       Los Angeles to Wailuku, Maui under the standard CBHI relocation policy.
 
     8. As a transition allowance, the Company will pay you one month's salary
       immediately upon joining the Company on January 20, 1997.
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     9. In the event this new position does not `work out' for you or the
       Company within the first year, you will receive six month's salary and
       relocation expenses for your family back to California. However, if you
       take another position with another company, or if you and the Company
       part ways `for cause', this provision will not be valid.
 
    10. The Company will provide an MICP minimum guideline payment of 40% for
       the fiscal year 1998 provided the Company has reasonable earnings and
       your performance is satisfactory.
 
    11. The Company will pay for normal living expenses (hotel, etc.) until the
       Wailuku Agribusiness house is available and the Company will make its
       best efforts to make the house available by February 1, 1997.
 
    We trust that this is a competitive offer for you and for the Company whose
balance sheet needs immediate improvement. A very high priority for you will be
the reduction of G and A expense which is too high for the number of homes that
are presently being built and sold. I'm also enclosing an interesting article
entitled KEY ATTRIBUTES FOR THE SUCCESSFUL CEO as I want you to succeed in your
first position as a Chief Executive Officer.
 
    Nearly 37 years ago, I moved my family consisting of a daughter 6, a
daughter 3, and a daughter 6 months, to a new community where I undertook a new
position of leadership. Although it was a total adjustment, it was one of the
best things that ever happened to my career. I had the same experience 21 years
ago when I came to Hawaii to become the CEO of C. Brewer and Company, Limited
when I received an option for `only' 10,000 shares. I know the tasks and
challenges that are ahead of you, but there is no greater satisfaction than
tackling a new difficult challenge and I want to wish you every success. Running
CBHI is a wonderful opportunity and I am confident that you will do a fine job.
Best wishes for your continued success and please sign below to indicate your
acceptance of this generous offer of employment.
 
                                          Yours very sincerely,
 
                                          /s/ J.W.A. BUYERS
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                                          J.W.A. Buyers
 
JWAB:llm
 
enclosure
 
/s/ SETH A. BAKES
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Seth A. Bakes
 
Accepted