PROMISSORY NOTE

FOR VALUE RECEIVED , GRIFFIN LAND & NURSERIES, INC. , a Delaware corporation, having an address at One Rockefeller Plaza, Suite 2301, New York, New York 10020 (“ Maker ”), hereby promises to pay to DORAL BANK, FSB , a Federal savings bank, having an office at 623 Fifth Avenue, New York, New York 10022 (the “Bank” ), on the Maturity Date or the Extended Maturity, as the case may be, as each such term is defined in the Revolving Line of Credit Loan Agreement, as the same may be amended and supplemented and in effect from time to time (the “ Loan Agreement ”), between the Maker and the Bank, dated the date hereof, in lawful money of the United States of America, in immediately available funds, the principal amount of up to Ten Million and 00/100 Dollars ($10,000,000.00) or, if less than such principal amount, the aggregate unpaid principal amount of all Advances (as defined in the Loan Agreement) made by the Bank to the Maker pursuant to the Loan Agreement, and to pay interest from the date hereof on the unpaid principal amount hereof, in like money, at said office, on the dates and at the rates set forth in the Loan Agreement and, upon default, on demand from time to time, on any overdue principal and, to the extent permitted by law, on any overdue interest on any Advance or any other amount due hereunder, for each day until paid at the rate set forth in the Loan Agreement.

This Promissory Note is the Note referred to in Section 1 of the Loan Agreement, and is subject to prepayment and acceleration of maturity as set forth in the Loan Agreement.

The date and amount of the advance(s) made hereunder may be recorded on the schedule which is attached hereto and made part of this Promissory Note or the separate ledgers maintained by the Bank, provided that any failure to record any such information on such schedule shall not in any manner affect the obligation of the Maker to make payments of principal and interest in accordance with the terms of this Promissory Note.  The aggregate unpaid principal amount of all advances made pursuant hereto may be set forth in the balance column on said schedule or such ledgers maintained by the Bank.  All such unpaid advances, whether or not so recorded, shall be due as part of this Promissory Note.

Upon the termination of the Loan Agreement, all amounts then remaining unpaid on this Promissory Note may become, or be declared to be, immediately due and payable as provided in the Loan Agreement.

Maker hereby waives presentment and demand for payment, notice of dishonor, protest and notice of protest of this Promissory Note and all other notices and demands of any nature whatsoever and agrees to pay all costs of collection when incurred, including attorneys’ fees and disbursements (which costs may be added to the amount due under this Promissory Note) and to perform and comply with each of the terms, covenants and provisions contained in this