Honolulu Real Estate Partners VIII L.P., headed by Dowling, a former Castle & Cooke Inc. executive, wants to acquire the mortgage to the popular waterfront complex from Japan-based banking giant, Mitsui Trust & Banking Co.

Rick Tsujimura, attorney for Honolulu Real Estate Partners, said today the deal is contingent on renegotiation of the lease rent on the property. The Aloha Tower Development Corporation, the state agency that oversees the waterfront project, is discussing lease negotiations today.

If the buyers' conditions are met, the sale could be completed by the end of the year, said Chad Griffith, attorney for Mitsui.

If the deal falls through, Griffith said he didn't anticipate any changes to the status quo.

The group did not disclose the price but many believe it will likely be much lower than the $60 million amount of the mortgage.

Aloha Tower Associates is developer of the Aloha Tower Marketplace retail and restaurant project on state land along Honolulu Harbor.

Dowling made news recently for building elementary schools on Maui for the state Department of Education and Bishop Estate. The schools opened last month.

Previously, Dowling was a partner with Hawaiian Electric Industries Inc. subsidiary Malama Pacific Corp. in its efforts to develop homes on Oahu, Maui and the Big Island. The partnership is now wholly owned by HEI.

The potential sale of Aloha Tower mortgage comes as Mitsui and the developers have been tangled in a messy legal web.

In a foreclosure suit in August, Mitsui said that Aloha Tower Associates made no payments on a $60 million loan that it issued in September 1993.

In May, Aloha Tower Associates sued Mitsui, alleging that the lender reneged on more than $600 million in financing.

The legal actions should have no affect on the daily operations of the marketplace, both sides have said.