REVOLVING LINE OF CREDIT LOAN AGREEMENT

THIS REVOLVING LINE OF CREDIT LOAN AGREEMENT (this “Agreement”), made as of the above date, by and between GRIFFIN LAND & NURSERIES, INC., a Delaware corporation, having an address at One Rockefeller Plaza, Suite 2301, New York, New York 10020 (“Borrower”), and DORAL BANK, FSB, a Federal savings bank, with an address at 623 Fifth Avenue, New York, New York 10022 (the “Bank”).

Borrower and the Bank agree as follows:

1.   The Credit Loan .  In reliance on the representations and warranties contained herein, and upon the fulfillment of all conditions set forth herein and required by the Bank, the Bank agrees to make advances (each an “Advance”; collectively, the “Advances”) to Borrower at any time and from time to time on or after the date hereof to and including the Maturity Date (as hereinafter defined) or the Extended Maturity Date (as hereinafter defined), as the case may be, pursuant to that certain Promissory Note, dated the date hereof (the “Note”), made by Borrower in favor of the Bank, provided that the aggregate unpaid principal amount of the Advances shall not exceed Ten Million and 00/100 Dollars ($10,000,000.00) (the “Credit Loan”).  Notwithstanding anything contained herein to the contrary, no Advance shall be made if at any time there is an Event of Default (hereinafter defined) or any event has occurred which with the passage of time or the giving of notice, or both, would constitute an Event of Default.  All Advances made to Borrower hereunder shall be payable in full upon demand of the Bank on the Maturity Date or the Extended Maturity Date, as the case may be.  The Credit Loan is subject to the terms and conditions of this Agreement and the Note.  Each Advance made by the Bank hereunder and each payment of principal or interest under the Note shall be noted by the Bank on its records provided that any failure to record any such information on such records shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Agreement or the Note.  Borrower hereby agrees to repay the outstanding Advances under the Credit Loan together with interest thereon as set forth in Section 2 herein.  Proceeds of the Credit Loan are to be used only for general corporate purposes.

2.   Interest Rate and Payments .

A.   During the initial term (the “Initial Term”) :

(i)           Commencing April 1, 2009 and on the first day of each calendar month thereafter up to and including March 1, 2011, Borrower shall make monthly payments of interest only on any Advances outstanding under the Credit Loan, calculated at the Applicable Interest Rate (hereinafter defined), as well as any other sums that may be due pursuant to the Note, this Agreement or the Mortgage.  Said payments, as and when received by the Bank, shall be applied by it first, to the payment of any late charges due hereunder; second, to the payment of interest computed at the Applicable Interest Rate; and the balance, if any, toward the satisfaction of the outstanding Advances under the Credit Loan; and

(ii)           The entire outstanding Advances under the Credit Loan, together with all interest accrued and unpaid thereon calculated at the Applicable Interest Rate and all other sums due under the Note, this Agreement, the Mortgage or any other document executed and delivered by Borrower to the Bank in connection with the Credit Loan (collectively, the “Other Security Documents”), shall be due and payable on March 1, 2011 (the “Maturity Date”), unless extended in accordance with Section 6 hereof, or sooner as provided herein.

B.            If the Credit Loan is extended for one (1) additional period of one (1) year (the “Extended Term”) in accordance with Section 6 hereof :

(i)           Commencing March 1, 2011 and on the first day of each calendar month of the Extended Term up to and including March 1, 2012, Borrower make monthly payments of interest only on any Advances outstanding under the Credit Loan, calculated at the Applicable Interest Rate, as well as any other sums that may be due pursuant to the Note, this Agreement or the Mortgage.  Said payments, as and when received by the Bank, shall be applied by it first, to the payment of any late charges due hereunder; second, to the payment of interest computed at the Applicable Interest Rate; and the balance, if any, toward the satisfaction of the outstanding Advances under the Credit Loan; and

(ii)           The entire outstanding Advances under the Credit Loan, together with all interest accrued and unpaid thereon calculated at the Applicable Interest Rate and all other sums due under the Note, this Agreement, the Mortgage or the Other Security Documents shall be due and payable on March 1, 2012 (the “Extended Maturity Date”) or sooner as provided herein.

C.           Interest shall be calculated on the basis of the actual number of days elapsed in a 360-day year.

D.           The term “Applicable Interest Rate” shall mean the Prime Rate (as hereinafter defined) plus 1.50% per annum, but in no event less than 6.875% per annum.  As used herein, the “Prime Rate” is the rate of interest (or if more than one, the highest rate of interest) published from time to time by The Wall Street Journal in the “Money Rates” section, or any equivalent section of that newspaper, and identified as the “Prime Rate”.  Each change in the interest rate hereunder resulting from a change in the Prime Rate shall become effective as of the opening of business on the day on which such change in the Prime Rate is announced.  In no event shall the Applicable Interest Rate exceed the maximum rate permitted by applicable law.  Any payments in excess of such maximum rate permitted by applicable law shall be deemed a prepayment of outstanding Advances under the Credit Loan, to be applied in accordance with this Agreement.

3.   Prepayments .  Borrower shall have the right to prepay outstanding Advances under the Credit Loan in whole at any time or in part from time to time, without premium or penalty and principal amounts repaid may be re-borrowed, in whole or in part, up to the Credit Loan and subject to the terms of this Agreement.  Prepayments shall be applied first, to the payment of any late charges due hereunder; second, to the payment of interest computed at the Applicable Interest Rate; and the balance, if any, toward the outstanding principal balance of the Advances in the inverse order of their date of advancement.  Prepayments shall not affect the duty of Borrower to pay interest when due or change the amount of such interest payments and

4.   Notice of Borrowin g.  Borrower shall give the Bank two (2) Business Days’ prior notice of its intention to request an Advance under the Credit Loan and shall deliver to the Bank with respect thereto a written request (a “Request”).  Each Request shall constitute a representation and warranty by Borrower that (i) no default or Event of Default or event which with the passing of time or the giving of notice, or both, would constitute a default has occurred and (ii) the representations and warranties of Borrower under this Agreement shall be deemed true and correct as of the effective date of such Advance unless otherwise disclosed to the Bank in writing prior thereto.  If any day on which an Advance is to be made is a day on which banks in the New York City area are permitted to close, such Advance will be made on the next succeeding Business Day.  A “Business Day” shall mean a day on which commercial banks are not authorized or required by law to close in New York, New York.

5.   Annual Fee .  Borrower shall pay on each anniversary of the date hereof the following fee: (i) ½ of one percent (0.50%) of the portion of the Credit Loan not advanced if the average outstanding Advances of the Credit Loan, calculated on a twelve (12) month basis for the preceding twelve (12) months, is equal to or less than fifty percent (50%) of the Credit Loan (calculated as if the Credit Loan was fully advanced); or (ii) ¼ of 1 percent (0.25%) of the portion of the Credit Loan not advanced if the average outstanding Advances of the Credit Loan, calculated on a twelve (12) month basis for the preceding twelve (12) months, is greater than fifty percent (50%) and less than seventy-five percent (75%) of the Credit Loan (calculated as if the Credit Loan was fully advanced); provided , however , if the average outstanding Advances of the Credit Loan, calculated on a twelve (12) month basis for the preceding twelve (12) months, is equal to or greater than seventy-five percent (75%) of the Credit Loan (calculated as if the Credit Loan was fully advanced), then no such payment shall be due as to the respective anniversary date.  Borrower hereby acknowledges that the Bank shall pay itself the foregoing fee each anniversary of the date hereof following prior written notice to Borrower of the amount of such fee.

6.   Extension Option .  The Credit Loan shall expire on the Maturity Date.  Notwithstanding the foregoing, Borrower shall have the option to extend the Credit Loan for one (1) additional period of one (1) year (the “Extension Option”), but only if: (a) no default exists under this Agreement, the Note, the Mortgage or the Other Security Documents at the time the Extension Notice (as hereinafter defined) is given, and on the Maturity Date, (b) in order to elect the Extension Option, Borrower so elects by written notice (the “Extension Notice”) to the Bank delivered in accordance with the requirements of this Agreement not later than thirty (30) nor earlier than ninety (90) days prior to the Maturity Date, (c) Borrower shall execute all documents the Bank determines are reasonably necessary to extend the Credit Loan, (d) Borrower shall obtain and deliver to the Bank, all at the sole cost and expense of Borrower, an updated title report for the Property, together with a “date down” title insurance endorsement insuring the security interest of the Mortgage as a first lien on the Property, (e) there shall be no material adverse change in the Property or the financial or other condition of Borrower, in each instance determined by the Bank in its sole discretion, and (f) Borrower shall pay all costs and expenses incurred in connection with such extension, including, but not limited to, the Bank’s attorneys’

fees and disbursements, title charges and recording fees, and an extension fee equal to $50,000.00, payable simultaneously with the delivery of the Extension Notice.

7.   Security .  The Credit Loan, together with interest thereon and all other charges and amounts payable by, and all other obligations of Borrower to the Bank, with respect to the Property (as hereinafter defined), whenever incurred, direct or indirect, absolute or contingent shall be secured by the following “Security” which Borrower agree to provide and maintain:

(a)   Windsor Mortgage .  A first priority open-end mortgage and security agreement, given by Borrower in favor of the Bank, dated the date hereof (the “Windsor Mortgage”), on Borrower’s right, title and interest in and to (i) Borrower’s fee estate in certain property located at 21-25 Griffin Road North, Windsor, Connecticut, as more particularly described therein (the “Windsor Property”), (ii) all land, improvements, furniture, fixtures, equipment, and other assets (including, without limitation, contracts, contract rights, accounts, licenses and permits and general intangibles), including all after-acquired property, owned, or in which Borrower has or obtains any interest, in connection with the Windsor Property, (iii) all insurance proceeds and other proceeds therefrom, and (iv) all other assets of Borrower whether now owned or hereafter acquired and related to the Windsor Property as specified in the Windsor Mortgage.

(b)   Bloomfield Mortgage .  A first priority open-end mortgage and security agreement, given by Borrower in favor of the Bank, dated the date hereof (the “Bloomfield Mortgage”; the Windsor Mortgage and the Bloomfield Mortgage shall collective be referred to herein as the “Mortgage”), on Borrower’s right, title and interest in and to (i) Borrower’s fee estate in certain property located at 29-35 Griffin Road South and 204, 206, 210, 310, 320, 330 and 340 West Newberry Road, Bloomfield, Connecticut, as more particularly described therein (collectively, the “Bloomfield Property”; the Windsor Property and the Bloomfield Property shall be collectively referred to herein as the “Property”), (ii) all land, improvements, furniture, fixtures, equipment, and other assets (including, without limitation, contracts, contract rights, accounts, licenses and permits and general intangibles), including all after-acquired property, owned, or in which Borrower has or obtains any interest, in connection with the Bloomfield Property, (iii) all insurance proceeds and other proceeds therefrom, and (iv) all other assets of Borrower whether now owned or hereafter acquired and related to the Bloomfield Property as specified in the Bloomfield Mortgage.

(c)   Assignment of Leases and Rents-Windsor Property .  A first priority collateral assignment of leases and rents, with respect to all leases, subleases and occupancy rights of the Windsor Property and all income and profits to be derived from the operation and leasing of the Windsor Property.

(d)   Assignment of Leases and Rents-Bloomfield Property .  A first priority collateral assignment of leases and rents, with respect to all leases, subleases and occupancy rights of the Bloomfield Property and all income and profits to be derived from the operation and leasing of the Bloomfield Property.

(e)   Environmental Indemnification Agreement .  An environmental indemnification agreement with respect to environmental matters from Borrower.

(f)   Assignment of Contracts and Permits .  A collateral assignment of all contracts, including, but not limited to, development contracts, operating agreements, licenses, insurance proceeds, management agreements, and other agreements and plans, specifications and permits affecting the Property from Borrower.

(g)   Financing Statements .  Uniform Commercial Code Financing Statements in favor of the Bank giving notice of a security interest, which Financing Statements are to be filed in the appropriate public records on or about the date hereof.

8.   Representations and Warranties .  Borrower makes the following representations   and warranties, all of which shall be deemed to be continuing representations and warranties so long as any part of the Credit Loan is unpaid or as otherwise specifically provided herein below:

(a)   Good Standing and Authority .  Borrower is corporation, duly organized, validly existing and in good standing under the laws of the State of   Delaware, authorized to do business in the State of Connecticut.  Borrower has the power and authority to transact the business in which it is engaged; is duly licensed or qualified and in good standing in each jurisdiction in which the conduct of its business or ownership of property requires such licensing or such qualification; and has all necessary power and authority to enter into this Agreement and to execute, deliver and perform this Agreement, the Note, the Mortgage and the Other Security Documents, all of which have been duly authorized by all proper and necessary corporate and shareholder action, as appropriate.  The execution and delivery of this Agreement; the Note, the Mortgage and the Other Security Documents is not and will not be in violation of any agreement to which Borrower is a party.  No consent of any kind is required for Borrower to enter into or perform this Agreement or to execute and deliver the Note.

(b)   Financial Condition .  Borrower has furnished to the Bank its most current financial statements, which represent correctly and fairly the results of the operations and transactions of Borrower and the condition of the Property as of the dates and for the period referred to therein, and have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) during each interval involved and from interval to interval.  From the date hereof through (and including) the one year anniversary of such date, there have not been any materially adverse changes in the condition of the Property or in the financial or other condition of Borrower which has a material adverse impact on Borrower’s ability to perform its obligations with respect to the Credit Loan, as determined by the Bank in its reasonable discretion.

(c)   Taxes .  Borrower has duly filed all consolidated federal and other tax returns required to be filed and has duly paid all taxes required by such returns.  Borrower has not received any notice from the Internal Revenue Service or any other taxing authority proposing additional unpaid taxes.

(d)   Litigation .  There are not any actions, suits, proceedings or investigations pending or, to the knowledge of Borrower, threatened against Borrower or any basis therefor, which, if adversely determined, would, in any case or in the aggregate, adversely affect the property, assets, financial condition or business of Borrower or impair the right of Borrower to carry on its operations, substantially as now conducted.

(e)   Environmental Laws .  Borrower has performed all of its obligations under, has obtained all necessary approvals, permits, authorization or other consents required by, and is not in material violation of, any applicable local, state or federal health or environmental law, ordinance, rule, regulation or order.

(f)   No Event of Default .  No Event of Default has occurred and no event has occurred which with the giving of notice or lapse of time or both would constitute an Event of Default.

(g)   Use of Proceeds .  Borrower shall not use any part of the proceeds of the Credit Loan to purchase or carry any margin stock within the meaning of Regulation U of the Board of Governors of