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Date: 9/21/2006
Industry: Business Services    

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                                                                    Exhibit 10.2

                                 PROMISSORY NOTE
                           (Revolving Line of Credit)

BORROWER:   AMREP Southwest, Inc.                  BANK:   Compass Bank
            333 Rio Rancho Drive NE                       Corporate Banking
           Rio Rancho, New Mexico 87124-1450             505 Marquette NW
                                                        Albuquerque, NM   87102

Principal Amount:--$25,000,000.00                        Date: September 18, 2006

PROMISE TO PAY. AMREP Southwest,   Inc.   ("Borrower")   promises to pay to Compass
Bank ("Bank"),   or order,   in lawful money of the United States of America,   the
principal amount of Twenty Five Million Dollars   ($25,000,000.00)   or so much as
may be outstanding,   together with interest on the unpaid outstanding   principal
balance of each   advance.   Interest   shall be   calculated   from the date of each
advance until repayment of each advance.


     1. REVOLVING LINE. This Note evidences a revolving line of credit. Advances
under this Note, as well as   directions   for payment from   Borrower's   accounts,
must be   requested   by Borrower in writing   through   its   designated   Authorized
Persons.   The   unpaid   principal   balance   owing on this Note at any time may be
evidenced by endorsements on this Note or by Bank's internal records,   including
daily computer   print-outs.   Bank will have no obligation to advance funds under
this Note if a default has occurred under the terms of this Note, or Borrower is
not in compliance with the Agreement (defined below) or with any other agreement
that Borrower has with Bank, including any agreement made in connection with the
signing of this Note.

     2. ADVANCES.   Advances hereunder,   to the total amount of the principal sum
stated above,   may be made by the holder at the joint request of (i)James   Wall,
President   and   (ii)Gary   L.   Sullivan,    Vice   President    (collectively,    the
"Authorized   Persons") who are authorized to jointly request   advances.   Written
notice of the   requested   advance,   signed by the   Authorized   Persons,   must be
received by Bank's   designated   officer(s)   or   department,   via hand   delivery,
facsimile   transmission,   or transmitted   electronically,   in form acceptable to
Bank.   Bank is   entitled   to   rely   on such   written   notice   as   authentic   and
contemporaneously   made;   so long as prior to making   any   advance,   Bank   shall
verbally   confirm   the written   request   for the advance   with either one of the
Authorized Persons. All advances will be made by deposit or credit to Borrower's
account(s) at Bank.

PAYMENT.   Borrower will pay the outstanding   principal plus accrued   interest on
September 17, 2008. In addition,   Borrower will pay regular monthly   payments of
all accrued unpaid interest due as of each payment date,   beginning   October 18,
2006,   with all subsequent   interest   payments to be due on the same day of each
month after   that.   Unless   otherwise   agreed or   required   by   applicable   law,
payments will be applied first to interest,   then to principal   due, then to any
unpaid   collection   costs   and   other   charges   due under   this   Note,   with any
remaining amount to the outstanding   principal balance. The annual interest rate
for this Note is computed on a 365/360 basis;   that is, by applying the ratio of
the annual interest rate over a year of 360 days,   multiplied by the outstanding
principal balance, multiplied by the actual number of days the principal balance
is outstanding.   Borrower will pay Bank at Bank's address shown above or at such
other place as Bank may designate in writing.


     1. RATE OPTIONS.   Borrower shall have the option to elect from two interest
rate options,   described   below as the WSJ Rate Option or the LIBOR Rate Option.
Borrower shall elect one of the interest rate rates upon the initial   advance on
the Note and at the end of each Rate   Period   (as   defined   below).   The   entire
outstanding   principal   balance of the Note shall bear   interest at the selected
interest   rate as provided   below which rate   selection   will   continue   until a
different   rate is   applicable.   The WSJ   RATE   OPTION   shall   apply to any Note
principal   balance for which the   Borrower   has not   designated   a rate   option.
NOTICE:   Under no circumstances will the interest rate on this Note be more than
the maximum rate allowed by applicable law.


             A.   WSJ RATE   OPTION.   The WSJ Rate   Option is   a rate of   interest
subject to change   from time to time based on   changes in an   independent   index
which is the prime rate as published in The Wall Street   Journal's "Money Rates"
table (the   "Index").   The Index is not   necessarily   the lowest rate charged by
Bank on its   loans.   If the Index   becomes   unavailable   during the term of this
loan, Bank may designate a substitute index after notice to Borrower.   Bank will
tell Borrower the current Index rate upon Borrower's request.   The interest rate
change will not occur more often than each day.   Borrower   understands that Bank
may make loans based on other rates as well.   The interest rate to be applied to
the unpaid principal   balance of this Note when the WSJ Rate option applies will
be at a rate of 1.00 percentage point under the Index.
             B. LIBOR RATE OPTION. The Libor Rate Option is a rate based on the
"LIBOR" index,   the London Interbank   Offered Rate for the applicable   Reference
Period   stated on Reuter's   Monitor   Money Rates Service two (2) days before the
beginning   of each   Interest   Period   (or in the event no such rate is stated on
that date,   the rate stated on the day most   immediately   preceding   the date of
determination   on which a rate was   stated),   as   adjusted   from time to time in
Bank's   sole   discretion   for   then-applicable   reserve   requirements,    deposit
insurance   assessment   rates and other   regulatory   costs.   If Reuter's   becomes
unavailable   Bank may use another source to determine   LIBOR. If Reuter's states
more than one rate for the ap

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