Exhibit
      10.41


Promissory
      Note







Hartford,
      Connecticut$10,500,000.00
            July
      9, 2009








FOR VALUE RECEIVED, the
undersigned, GRIFFIN LAND &
NURSERIES, INC., a corporation organized and existing under the laws of
the State of Delaware and having an office and mailing address of 204 West
Newberry Road, Bloomfield, Connecticut 06002-1308 (the “Borrower”), promises to pay to
the order of PEOPLE’S UNITED
BANK, a federal savings bank with an office at One Financial Plaza,
Hartford, Connecticut 06103 (the “Lender”), the principal sum of
up to TEN MILLION FIVE HUNDRED
THOUSAND AND 00/100 DOLLARS ($10,500,000.00), or so much
thereof as may be advanced pursuant to that certain Loan and Security Agreement
by and between the Borrower and the Lender and dated of even date herewith (the
“Loan Agreement”) plus
interest, payable at the rate and in the manner provided in paragraphs 1 and 2
of this Note, together with all taxes assessed upon said sum against the holder
hereof, and any costs and expenses, including reasonable attorneys’ fees,
incurred in the collection of this Note, the foreclosure of the Open-End
Mortgage Deed and Security Agreement from Borrower to Lender and dated of even
date herewith (the “Mortgage”) securing, inter
alia, this Note or in enforcing the terms and conditions of the Loan Agreement
or in protecting or sustaining the lien of said Mortgage.  Said
amounts of principal, interest, fees, costs and expenses are collectively
referred to in this Note as the “Entire Note
Balance”.





1.  INTEREST RATE.




(a)  The
outstanding principal balance of this Note shall bear interest at a rate per
annum equal to the LIBOR Rate (as hereinafter defined) plus three hundred eight
(308) basis points for each LIBOR Interest Period (as hereinafter defined),
which rate shall apply until the Maturity Date (as hereinafter defined) or the
sooner imposition of Default Rate (as hereafter defined).  In the
event that the Lender determines in its reasonable estimation (which
determination shall be final and conclusive) at any time that the making or
continuation of or conversion of the interest rate on the outstanding principal
balance of this Note to the LIBOR Rate has been made impracticable or unlawful
by (i) the occurrence of a contingency that materially and adversely affects the
London Interbank Market, or (ii) compliance by the Lender with any law or
governmental regulation, guideline or order or interpretation or change thereof
by any governmental authority charged with the interpretation or administration
thereof or with any request or directive of any such governmental authority
(whether having the force of law or not), then, and in any such
event, the Lender shall promptly notify the Borrower of the Lender’s
determination, and until the Lender notifies the Borrower that the circumstances
giving rise to the Lender’s determination no longer apply or exist, the LIBOR
Rate shall be suspended and interest on the outstanding principal balance of
this Note shall be payable at the USD-LIBOR-Reference Banks rate(as
hereinafter defined) plus three hundred eight (308) basis points for each LIBOR
Interest Period.  Notification from the
Lender of a determination of the existence of one of the contingencies discussed
above shall not take effect until the expiration of the then current LIBOR
Interest Period.  Notwithstanding anything contained herein to the
contrary, any outstanding principal balance of this Note which is not covered by
an Interest Rate Protection Agreement (as defined in the Loan Agreement) shall
bear interest at a rate perannum equal to the greater of (i) the LIBOR
Rate plus three hundred eight (308) basis points for each LIBOR




Interest
Period, or (ii) six and twenty-five one-hundredths percent (6.25%), which rate
shall apply until the Maturity Date or the sooner imposition of the Default
Rate.




(b)  Definitions.  For
purposes of this Note, the following definitions shall apply:




(i)  “LIBOR Interest Period” means, for
the Initial Tranche (as defined in the Loan Agreement), the period commencing on
the date hereof and ending on (but not including) the first day of the first
month following the month in which this Note is dated, and for each Future
Tranche (as defined in the Loan Agreement), the period commencing on the date
each Future Tranche is made and ending on (but not including) the first day of
the first month following the date of each Future Tranche, and thereafter for
all Tranches (as defined in the Loan Agreement), each period commencing on the
last day of the immediately preceding LIBOR Interest Period and ending one month
thereafter; subject, however, to the following provisions:  (1) if any
LIBOR Interest Period would otherwise end on a day which is not a LIBOR Business
Day (as hereinafter defined), that LIBOR Interest Period shall be extended to
the next succeeding LIBOR Business Day unless the result of such extension would
be to carry such LIBOR Interest Period into another calendar month, in which
event such LIBOR Interest Period shall end on the immediately preceding LIBOR
Business Day; and (2) any LIBOR Interest Period that begins on the last LIBOR
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such LIBOR Interest
Period) shall end on the last LIBOR Business Day of the following calendar
month.




(ii)  “LIBOR Rate” applicable to a
particular LIBOR Interest Period shall mean a rate per annum equal to the rate
for US Dollar deposits with maturities of one (1) month, which appears on the
Reuters Screen LIBOR01 Page as of 11:00 a.m., London Time, on the day that is
two LIBOR Business Days (as hereinafter defined) preceding the Reset Date (as
hereinafter defined), provided, however, that if such rate does not appear on
the Reuters Screen LIBOR01 Page, the “LIBOR Rate” applicable to such LIBOR
Interest Period shall mean a rate per annum equal to the rate at which US Dollar
deposits in an amount approximately equal to the outstanding principal balance
and with maturities of one (1) month, are offered in immediately available funds
in the London Interbank Market on the day that is two LIBOR Business Days
preceding the Reset Date. If the day that is two LIBOR Business Days preceding
the Reset Date is not a LIBOR Business Day (as hereinafter defined) the LIBOR
Rate for such LIBOR Interest Period shall be established on the next LIBOR
Business Day subsequent to the commencement of the LIBOR Interest
Period.  Each determination of the LIBOR Rate applicable to a
particular LIBOR Interest Period shall be made by the Lender and shall be
conclusive and binding upon the Borrower absent manifest error.




In the event the Board of Governors of
the Federal Reserve System shall impose a reserve requirement with respect to
LIBOR deposits of the Lender, then for any period during which such reserve
requirements shall apply, the LIBOR Rate shall be equal to the LIBOR Rate amount
determined above divided by an amount equal to one (1.00) minus the Eurocurrency
Reserve Rate (as hereinafter defined).





(iii)  “LIBOR Business Day” shall mean
any day on which commercial banks are open for international business (including
dealings in US dollar deposits) in London and New York.




2




(iv)  “Eurocurrency Reserve Rate”
shall mean the weighted average of the rates (expressed as a decimal) at which
the Lender would be required to maintain reserves under Regulation D of the
Board of Governors of the Federal Reserve System against “Eurocurrency
Liabilities” (as that term is used in Regulation D), if such liabilities were
outstanding.  The Eurocurrency Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in the Eurocurrency
Reserve Rate.




(v)  “Reset Date” is the date the
LIBOR Rate changes as of the first day of each LIBOR Interest
Period.




(vi)  “USD-LIBOR-Reference Banks
Rate” shall mean the USD-LIBOR-Reference Banks
Rate as defined in the definitions and provisions contained in the 2006
ISDA Definitions as published by the International Swaps and Derivatives
Association, Inc.




(c)  Upon the
occurrence, and during the continuance, of any Event of Default, as defined in
this Note, the Mortgage or the Loan Agreement, the entire principal amount of
this Note and all interest and other sums due thereon, at the option of Lender
shall become immediately due and payable. Should an Event of Default occur, the
outstanding balance of this Note shall bear interest at the rate set forth
herein plus five percent (5%) per annum (the “Default Rate”) during the
continuation of such Event of Default.




2.  PAYMENTS.




(a)  The
principal amount of the Initial Tranche in the amount of EIGHT MILLION FIVE HUNDRED THOUSAND
AND 00/100 DOLLARS ($8,500,000.00) shall be
payable in monthly installments in the amounts and on the dates set forth in
Schedule A
attached hereto and made a part hereof, together with interest accrued thereon
at the rate set forth in paragraph 1(a) above.  The principal amounts
of any Future Tranches shall be payable in monthly installments in the amounts
and on the dates set forth in supplemental schedules to this Note which shall be
attached hereto and made a part hereof, together with interest accrued thereon
at the rate set forth in paragraph 1(a) above.  Such monthly principal
amounts payable with respect to each Future Tranche shall be based upon a
twenty-five (25) year amortization schedule from the time of the advance of the
applicable Future Tranche.




(b)  All
interest shall be computed on a daily basis and calculated on the basis of a
three hundred sixty (360) day year for the actual number of days elapsed, to be
payable in arrears on the unpaid principal balance outstanding.




(c)  All
monthly payments of principal and/or interest required pursuant to the terms of
this Note shall be made together with one-twelfth (1/12) of the annual real
estate taxes, insurance premiums and other charges and assessments which may
accrue against the property if the same are being escrowed pursuant to the
Mortgage.




3.  MATURITY.  The
Entire Note Balance, if not sooner paid, shall be due and payable without notice
or demand on August 1, 2019 (the “Maturity Date”).




4.  PREPAYMENT.  Borrower
may prepay this Note in whole or in part at any time only upon thirty (30) days
prior notice to Lender (the “Prepayment Notice”) and the
payment to Lender of a prepayment fee (the “Prepayment
Fee”).  Without in any way limiting or modifying





3





fees
payable by Borrower to Lender under the terms of the separate Interest Rate
Protection Agreement (as defined in the Loan Agreement), the Prepayment Fee
shall be equal any LIBOR Breakage Fees (as defined below) if the prepayment is
made on a day other than the last day of any LIBOR Interest Period.




As used herein, “LIBOR Breakage Fees” shall
equal such amounts as shall, in the judgment of the Lender (which shall be
conclusive so long as made on a reasonable basis), compensate it for any actual
loss, cost or expense actually incurred by it as a result of (i) any payment or
prepayment (under any circumstances whatsoever, whether voluntary or involuntary
by acceleration or otherwise) of any portion of the principal amount bearing
interest at the LIBOR Rate on a date other than the last day of an applicable
LIBOR Interest Period, or (ii) the conversion (for any reason whatsoever,
whether voluntary or involuntary by acceleration or otherwise) of the rate of
interest payable under this Note from the LIBOR Rate to the rate based on the
Prime Rate with respect to any portion of the principal amount then bearing
interest at the LIBOR Rate on a date other than the last day of an applicable
LIBOR Interest Period, which amount shall be an amount equal to the present
value (using as a discount rate the rate at which interest is computed pursuant
to clause (y) below) of the excess, if any, of (x) the amount of interest that
would have accrued at the LIBOR Rate on the amount so prepaid or converted, as
the case may be, for the period from the date of occurrence to the last day of
the applicable LIBOR Interest Period over (y) the amount of interest (as
determined in good faith by the Lender) that the Lender would have been paid on
a Euro-Dollar deposit placed by the Lender with leading banks in the London
Interbank Market for an amount comparable to the amount so prepaid, converted,
not advanced or not borrowed, continued or converted, as the case may be, for
the period from the date of occurrence to the last day of the applicable LIBOR
Interest Period.




Notwithstanding anything contained
herein to the contrary, the Borrower shall be responsible, in addition to any
Prepayment Fee, for the payment of any reasonable administrative costs incurred
by Lender in connection with such prepayment.  If this Note shall be
accelerated for any reason whatsoever, the applicable Prepayment Fee in effect
as of the date of such acceleration shall be paid.




5.  APPLICATION OF
PAYMENTS.  Payments will be applied first to fully pay costs
and expenses incurred by holder in collecting this Note or in sustaining and/or
enforcing any security granted to secure this Note, then to fully pay any
outstanding late charges or prepayment, then to fully pay accrued interest and
the remainder will be applied to principal.




6.  LATE
CHARGE.  Borrower shall pay the holder of this Note a late
charge of five percent (5%) of any monthly installment not received by the
holder within ten (10) days after the installment is due, to cover the
additional expenses involved in handling such overdue
installment.  This charge shall be in addition to, and not in lieu of,
any other remedy the holder of this Note may have and is in addition to any
reasonable fees and charges of any agents or attorneys which the holder of this
Note is entitled to employ in the Event of Default hereunder, whether authorized
herein or by law.  Borrower will pay this late charge promptly but
only once for each late payment.




4




7.  DEFAULT.  Upon the
occurrence and during the continuance of any Event of Default (as hereafter
defined), the Entire Note Balance shall, at the option of the holder hereof,
become immediately due and payable without notice or demand.




An “Event of Default” is defined
as any one of the following: (i) default in the payment of any interest,
principal, or other amounts due hereunder during the term of this loan and such
default continuing for a period of ten (10) days after the due date thereof;
(ii) default in the payment of any principal or other amounts due upon the
Maturity Date; (iii) the occurrence of any other Event of Default as defined in
the Loan Agreement.





8.  PREJUDGMENT REMEDY
WAIVER.  BORROWER ACKNOWLEDGES AND REPRESENTS THAT THE LOAN
EVIDENCED BY THIS NOTE IS A COMMERCIAL TRANSACTION AND THAT THE PROCEEDS OF THE
LOAN SHALL NOT BE USED FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. THE BORROWER
HEREBY VOLUNTARILY WAIVES ANY RIGHTS TO NOTICE OR HEARING UNDER CHAPTER 903a OF
THE CONNECTICUT GENERAL STATUTES AS NOW OR HEREAFTER AMENDED, OR AS OTHERWISE
REQUIRED BY ANY LAW WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER MAY
ELECT TO USE WITH RESPECT TO ANY OF THE COLLATERAL (AS DEFINED IN THE LOAN
AGREEMENT).




9.  DELAY IN
ENFORCEMENT.  The liability of Borrower under this Note is
unconditional and shall not be affected by any extension of time, renewal,
waiver or any other modification whatsoever, granted or consented to by the
holder.  Any failure by the holder to exercise any right it may have
under this Note is not a waiver of the holder’s right to exercise the same or
any other right at any other time.




10.  CHANGES.  No
agreement by the Lender to change, waive or release the terms of this Note will
be valid unless it is in writing and signed by the Lender.




11.  WAIVER, JURY TRIAL
WAIVER.  BORROWER WAIVES PRESENTMENT, DEMAND FOR PAYMENT AND
NOTICE OF DISHONOR.  BORROWER FURTHER WAIVES A TRIAL BY JURY IN ANY
ACTION WITH RESPECT TO THIS NOTE AND AS TO ANY ISSUES ARISING RELATING TO THIS
NOTE OR TO THE INSTRUMENTS SECURING THIS NOTE.




12.  GOVERNING LAW; JURISDICTION AND
VENUE.  THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND
GOVERNED BY, THE LAWS OF THE STATE OF CONNECTICUT, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.  Any action or proceeding to enforce or defend
any rights under this Note or under any agreement, instrument or other document
contemplated hereby or related hereto; directly or indirectly related to, or
connected with, the Loan evidenced hereby or the negotiation, administration or
enforcement thereof; or arising from the debtor/creditor relationship of the
Borrower and the Lender shall be brought either in the Superior Court of
Connecticut or the United States District Court for the District of Connecticut;
provided, however, that any action or suit on this Note or the Mortgage or
Collateral Assignment (as defined in the Loan Agreement) securing this Note may,
at the Lender’s sole option, be brought either in any State or Federal court
located within the County in which the property securing this Note is located or
other Connecticut Court properly having jurisdiction.  The parties
hereto agree that any proceeding





5





instituted
in either of such courts shall be of proper venue, and waive any right to
challenge the venue of such courts or to seek the transfer or relocation of any
such proceeding for any reasons.  The parties hereto further agree
that such courts shall have personal jurisdiction over the
parties.  Any judgment or decree obtained in any such action or
proceeding may be filed or enforced in any other appropriate court.




13.  RIGHT OF
SET-OFF.  During the continuance of any Event of Default as
defined in this Note, the Lender shall have the right to set-off all sums then
present or in transit to the Operating Account (as defined in the Loan
Agreement) and the Master Lease Reserve Account (as defined in the Loan
Agreement), to the Entire Note Balance without prior notice or
demand.




14.  INVALIDITY.  If any
provision of this Note or the application of any provision to any person or
circumstance shall be invalid or unenforceable, neither the balance of this Note
nor the application of the provision to other persons or circumstances shall be
affected.




15.  NOTE SECURED BY
MORTGAGE.  This Note is secured, inter alia, by the Open-End
Mortgage Deed and Security Agreement, conveying certain real estate and property
therein described (the “Property”) and to be duly
recorded on the appropriate land records of the Town in which the Property is
located.




16.  BINDING EFFECT.  The
provisions of this Note are binding on the assigns and successors of the
Borrower and shall inure to the benefit of the Lender and its assigns permitted
pursuant to Section 11.18 of the Loan Agreement and its successors.




17.  INTERPRETATION.  Captions
and headings used in this Note are for convenience only.  The singular
includes the plural and the plural includes the singular. “Any” means any and
all.




18.  USURY SAVINGS
CLAUSE.  It is the intent of Lender and Borrower to comply at
all times with applicable usury laws.  If at any time such laws would
render usurious any amounts called for under this Note or any of the other Loan
Documents (as defined in the Loan Agreement), then it is Borrower’s and Lender’s
express intention that such excess amount be immediately credited on the
principal balance of this Note (or, if this Note has been fully paid, refunded
by Lender to Borrower, and Borrower shall accept such refund), and the
provisions hereof and thereof be immediately deemed to be reformed and the
amounts thereafter collectible hereunder reduced to comply with the then
applicable laws, without the necessity of the execution of any further
documents, but so as to permit the recovery of the fullest amount otherwise
called for hereunder and thereunder.  To the extent permitted by law,
any such crediting or refund shall not cure or waive any default by Borrower
under this Note or any of the other Loan Documents.  If at any time
following any such reduction in the interest rate payable by Borrower, there
remains unpaid any principal amounts under this Note and the maximum interest
rate permitted by applicable law is increased or eliminated, then the interest
rate payable hereunder shall be readjusted, to the extent permitted by
applicable law, so that the total dollar amount of interest payable hereunder
shall be equal to the dollar amount of interest which would have been paid by
Borrower without giving effect to the reduction in interest resulting from
compliance with the applicable usury laws theretofore in effect. Borrower
agrees, however, that in determining whether or not any interest payable under
this Note or any of the other Loan Documents is usurious, any non-principal
payment (except payments specifically stated in this





6




Note or
in any other Loan Document to be interest), including, without limitation,
prepayment fees and late charges, shall be deemed to the extent permitted by
law, to be an expense, fee, premium or penalty rather than
interest.




19.  OTHER
OBLIGATIONS.  To the extent the Entire Note Balance is reduced
or paid in full by reason of any payment to the Lender, and all or any part of
such payment is rescinded, avoided or recovered from the Lender for any reason
whatsoever, including, without limitation, any proceedings in connection with
the insolvency, bankruptcy or reorganization of the Borrower, the amount of such
rescinded, avoided or returned payment shall be added to or, in the event this
Note has been previously paid in full, shall revive the principal balance of
this Note upon which interest may be charged at the applicable rate set forth in
this Note and shall be considered part of the Entire Note Balance and all terms
and provisions herein shall thereafter apply to same.




20.  EXCULPATION.  Subject
to the qualifications below, Lender shall not enforce the liability and
obligations of Borrower to perform and observe the obligations contained in this
Note, the Mortgage or in any of the other Loan Documents by any action or
proceeding wherein a money judgment shall be sought against Borrower, except
that Lender may bring a foreclosure action, an action for specific performance
or any other appropriate action or proceeding to enable Lender to enforce and
realize upon its interests under this Note, the Mortgage and the other Loan
Documents, or in the property pledged to the Lender in the Mortgage, the rentals
or property income or profit received from the Property (as defined in the Loan
Agreement) or any other collateral given to Lender pursuant to the Loan
Documents; provided, however, that, except as specifically provided herein, any
judgment in any such action or proceeding shall be enforceable against Borrower
only to the extent of Borrower’s interest in the Property and all such other
collateral given to Lender.  By accepting this Note, the Mortgage and
the other Loan Documents, Lender agrees that it shall not except as otherwise
herein provided, sue for, seek or demand any deficiency judgment against
Borrower in any such action or proceeding under or by reason of or under or in
connection with this Note, the Mortgage or the other Loan
Documents.  The provisions of such exculpation, however, shall not (1)
constitute a waiver, release or impairment of any obligation evidenced or
secured by any of the Loan Documents; (2) impair the right of Lender to name
Borrower as a party defendant in any action or suit for foreclosure and sale
under the Mortgage; (3) affect the validity or enforceability of any guaranty or
indemnity made in connection with the Loan or any of the rights and remedies of
the Lender thereunder; (4) impair the right of Lender to obtain the appointment
of a receiver; (5) impair the enforcement of the Collateral Assignment (as
defined in the Loan Agreement); or (6) constitute a waiver of the right of
Lender to enforce the liability and obligation of Borrower, by money judgment or
otherwise, to the extent of, but only to the extent of:




(i)  all
costs, expenses, damages (excluding, however, consequential, exemplary or
punitive damages) or losses actually incurred by the Lender in connection with
the enforcement of the Note, the Mortgage or any other Loan Document and
directly or indirectly resulting from any of the following:




(A)  the
presence of hazardous waste or asbestos in, on or under the Property as set
forth in a separate environmental indemnity to be signed by
Borrower;




7






(B)  any
security deposits or other refundable deposits collected with respect to the
Property which are not delivered to Lender upon a foreclosure of the Property or
action in lieu thereof, except to the extent any such security deposits were
applied in accordance with the terms and conditions of any of the leases or
rental agreements affecting the Property prior to the occurrence of an Event of
Default under this Note, the Mortgage or any other Loan Documents that gave rise
to such foreclosure or action in lieu thereof;




(C)  the
misapplication or conversion by Borrower of (1) any insurance proceeds paid by
reason of any loss, damage or destruction to the Property, or (2) any awards or
other amounts received in connection with the condemnation of all or a portion
of the Property;




(D)  physical
waste committed on the Property by the Borrower or its affiliates or employees;
damage to the Property as a result of the intentional misconduct or gross
negligence of Borrower or any affiliate thereof, or any agent or employee of any
such persons to the extent not covered by the Borrower’s insurance; or the
removal of any portion of the Property in violation of the terms of the Loan
Documents following an Event of Default; or




(E)  to the
extent that Borrower has retained, misapplied, misappropriated or converted
rents or other income from the Property (1) after an Event of Default, or (2)
prior to applying the rents or other income from the Property to the monthly
mortgage debt service obligations or operating expenses directly attributable to
the Property (including but not limited to real estate taxes, insurance charges
and utilities) but nothing herein shall prevent or limit Borrower’s distribution
of excess income after Borrower has discharged its obligations for current
scheduled debt service obligations and property expenses on a monthly basis as
long as the distributions are not made when Borrower is already aware that the
Property will not generate sufficient ongoing cash flow to pay such expenses on
a going forward basis.





(ii)  repayment
of the entire sums due under the Note and all other charges, expenses and
obligations of the Borrower pursuant to the Mortgage, Loan Agreement and other
Loan Documents upon the occurrence of any of the following events:
  (A)  the
commission of any fraud, material misrepresentation or willful misconduct by
Borrower or any of its officers, or any other person authorized to make
statements or representations, or act, on behalf of Borrower in connection with
the Loan;
  (B)  the
Property or any part thereof or interest therein shall be encumbered by a
voluntary lien in violation of the terms of the Loan Documents;
  (C)  failure
to maintain or cause to be maintained any insurance policies required under the
Mortgage beyond any applicable period of notice and cure, or to pay or provide
or cause to be provided the amount of any insurance
deductible,
  8
   (D)  any
voluntary breach or violation of the due on sale provisions or transfer of
ownership of the Property, or any portion thereof, other than as may be
permitted in the Loan Documents; or
  (E)  if the
Property or any part thereof shall become an asset in either (a) a voluntary
bankruptcy filing or insolvency proceeding, or (b) an involuntary bankruptcy
proceeding which is commenced by the Borrower or an entity owned or controlled
by Borrower (collectively “Related Party”) and Borrower or Related Party objects
to a motion for relief from stay or injunction following a voluntary or
involuntary bankruptcy or insolvency proceeding; or
  (F)  the
breach of any material representation, warranty, covenant or indemnification
provision in that certain environmental indemnity to be signed by Borrower or in
the Mortgage concerning environmental laws, hazardous substances or
asbestos;
  (b)  Nothing
herein shall be deemed to be a waiver of any right which Lender may have under
Section 506(a), 506(b), 1111(b) or any other provision of the U.S. Bankruptcy
Code to file a claim for the full amount of the indebtedness secured by the
Mortgage or to require that all collateral shall continue to secure all of the
indebtedness owing to Lender in accordance with the Note, the Mortgage and the
other Loan Documents.
  IN WITNESS WHEREOF, the
Borrower has caused this Note to be duly executed the day and year first written
above.
  
 BORROWER:GRIFFIN
      LAND & NURSERIES, INC.,a
      Delaware corporation
 
 
 By:
              /s/Anthony J. GaliciName:
      Anthony J. GaliciTitle:
      Vice President
  9


Schedule
      A – Principal Pay Down Schedule
 
 
 1st
      Day Accrual
              Last
      Day
                Accrual/Payment
      Dates
              Principal
      Balance
              Principal
      Payment
                Last
      Day Accrual7/9/2009
              9/1/2009
              8,500,000.00
              10,693.789/1/2009
              10/1/2009
              8,489,306.22
              10,755.0910/1/2009
              11/2/2009
              8,478,551.12
              10,816.7611/2/2009
              12/1/2009
              8,467,734.37
              10,878.7712/1/2009
              1/4/2010
              8,456,855.59
              10,941.141/4/2010
              2/1/2010
              8,445,914.45
              11,003.872/1/2010
              3/1/2010
              8,434,910.58
              11,066.963/1/2010
              4/1/2010
              8,423,843.62
              11,130.414/1/2010
              5/4/2010
              8,412,713.20
              11,194.235/4/2010
              6/1/2010
              8,401,518.98
              11,258.416/1/2010
              7/1/2010
              8,390,260.57
              11,322.967/1/2010
              8/2/2010
              8,378,937.61
              11,387.878/2/2010
              9/1/2010
              8,367,549.74
              11,453.169/1/2010
              10/1/2010
              8,356,096.57
              11,518.8310/1/2010
              11/1/2010
              8,344,577.75
              11,584.8711/1/2010
              12/1/2010
              8,332,992.88
              11,651.2912/1/2010
              1/4/2011
              8,321,341.58
              11,718.091/4/2011
              2/1/2011
              8,309,623.49
              11,785.272/1/2011
              3/1/2011
              8,297,838.22
              11,852.843/1/2011
              4/1/2011
              8,285,985.38
              11,920.804/1/2011
              5/3/2011
              8,274,064.58
              11,989.155/3/2011
              6/1/2011
              8,262,075.43
              12,057.886/1/2011
              7/1/2011
              8,250,017.55
              12,127.027/1/2011
              8/1/2011
              8,237,890.53
              12,196.548/1/2011
              9/1/2011
              8,225,693.99
              12,266.479/1/2011
              10/3/2011
              8,213,427.52
              12,336.8010/3/2011
              11/1/2011
              8,201,090.72
              12,407.5311/1/2011
              12/1/2011
              8,188,683.19
              12,478.6712/1/2011
              1/3/2012
              8,176,204.52
              12,550.211/3/2012
              2/1/2012
              8,163,654.31
              12,622.162/1/2012
              3/1/2012
              8,151,032.15
              12,694.533/1/2012
              4/2/2012
              8,138,337.62
              12,767.314/2/2012
              5/1/2012
              8,125,570.30
              12,840.515/1/2012
              6/1/2012
              8,112,729.79
              12,914.136/1/2012
              7/2/2012
              8,099,815.66
              12,988.177/2/2012
              8/1/2012
              8,086,827.48
              13,062.648/1/2012
              9/4/2012
              8,073,764.85
              13,137.539/4/2012
              10/1/2012
              8,060,627.31
              13,212.8510/1/2012
              11/1/2012
              8,047,414.46
              13,288.6111/1/2012
              12/3/2012
              8,034,125.86
              13,364.7912/3/2012
              1/2/2013
              8,020,761.06
              13,441.421/2/2013
              2/1/2013
              8,007,319.64
              13,518.48   10
   2/1/2013
              3/1/2013
              7,993,801.16
              13,595.993/1/2013
              4/2/2013
              7,980,205.17
              13,673.944/2/2013
              5/1/2013
              7,966,531.23
              13,752.345/1/2013
              6/3/2013
              7,952,778.89
              13,831.186/3/2013
              7/1/2013
              7,938,947.71
              13,910.487/1/2013
              8/1/2013
              7,925,037.23
              13,990.248/1/2013
              9/3/2013
              7,911,046.99
              14,070.459/3/2013
              10/1/2013
              7,896,976.54
              14,151.1210/1/2013
              11/1/2013
              7,882,825.43
              14,232.2511/1/2013
              12/2/2013
              7,868,593.17
              14,313.8512/2/2013
              1/2/2014
              7,854,279.33
              14,395.911/2/2014
              2/3/2014
              7,839,883.41
              14,478.452/3/2014
              3/3/2014
              7,825,404.96
              14,561.463/3/2014
              4/1/2014
              7,810,843.50
              14,644.954/1/2014
              5/1/2014
              7,796,198.55
              14,728.915/1/2014
              6/2/2014
              7,781,469.64
              14,813.366/2/2014
              7/1/2014
              7,766,656.28
              14,898.297/1/2014
              8/1/2014
              7,751,758.00
              14,983.708/1/2014
              9/2/2014
              7,736,774.29
              15,069.619/2/2014
              10/1/2014
              7,721,704.68
              15,156.0110/1/2014
              11/3/2014
              7,706,548.67
              15,242.9011/3/2014
              12/1/2014
              7,691,305.77
              15,330.3012/1/2014
              1/2/2015
              7,675,975.47
              15,418.191/2/2015
              2/2/2015
              7,660,557.28
              15,506.592/2/2015
              3/2/2015
              7,645,050.70
              15,595.493/2/2015
              4/1/2015
              7,629,455.21
              15,684.914/1/2015
              5/1/2015
              7,613,770.30
              15,774.835/1/2015
              6/1/2015
              7,597,995.47
              15,865.286/1/2015
              7/1/2015
              7,582,130.19
              15,956.247/1/2015
              8/3/2015
              7,566,173.95
              16,047.728/3/2015
              9/1/2015
              7,550,126.24
              16,139.739/1/2015
              10/1/2015
              7,533,986.51
              16,232.2610/1/2015
              11/2/2015
              7,517,754.25
              16,325.3311/2/2015
              12/1/2015
              7,501,428.92
              16,418.9212/1/2015
              1/4/2016
              7,485,010.00
              16,513.061/4/2016
              2/1/2016
              7,468,496.94
              16,607.732/1/2016
              3/1/2016
              7,451,889.21
              16,702.953/1/2016
              4/1/2016
              7,435,186.26
              16,798.714/1/2016
              5/3/2016
              7,418,387.54
              16,895.035/3/2016
              6/1/2016
              7,401,492.51
              16,991.896/1/2016
              7/1/2016
              7,384,500.62
              17,089.317/1/2016
              8/1/2016
              7,367,411.31
              17,187.298/1/2016
              9/1/2016
              7,350,224.02
              17,285.839/1/2016
              10/3/2016
              7,332,938.19
              17,384.9410/3/2016
              11/1/2016
              7,315,553.25
              17,484.6111/1/2016
              12/1/2016
              7,298,068.64
              17,584.8612/1/2016
              1/3/2017
              7,280,483.78
              17,685.681/3/2017
              2/1/2017
              7,262,798.11
              17,787.07   11
   2/1/2017
              3/1/2017
              7,245,011.03
              17,889.053/1/2017
              4/3/2017
              7,227,121.98
              17,991.624/3/2017
              5/2/2017
              7,209,130.36
              18,094.775/2/2017
              6/1/2017
              7,191,035.59
              18,198.516/1/2017
              7/3/2017
              7,172,837.08
              18,302.857/3/2017
              8/1/2017
              7,154,534.23
              18,407.798/1/2017
              9/1/2017
              7,136,126.45
              18,513.329/1/2017
              10/2/2017
              7,117,613.12
              18,619.4710/2/2017
              11/1/2017
              7,098,993.65
              18,726.2211/1/2017
              12/1/2017
              7,080,267.44
              18,833.5812/1/2017
              1/2/2018
              7,061,433.85
              18,941.561/2/2018
              2/1/2018
              7,042,492.29
              19,050.162/1/2018
              3/1/2018
              7,023,442.13
              19,159.383/1/2018
              4/3/2018
              7,004,282.75
              19,269.234/3/2018
              5/1/2018
              6,985,013.52
              19,379.715/1/2018
              6/1/2018
              6,965,633.82
              19,490.826/1/2018
              7/2/2018
              6,946,143.00
              19,602.567/2/2018
              8/1/2018
              6,926,540.44
              19,714.958/1/2018
              9/4/2018
              6,906,825.49
              19,827.989/4/2018
              10/1/2018
              6,886,997.50
              19,941.6610/1/2018
              11/1/2018
              6,867,055.84
              20,056.0011/1/2018
              12/3/2018
              6,846,999.84
              20,170.9812/3/2018
              1/2/2019
              6,826,828.86
              20,286.631/2/2019
              2/1/2019
              6,806,542.23
              20,402.942/1/2019
              3/1/2019
              6,786,139.29
              20,519.923/1/2019
              4/1/2019
              6,765,619.37
              20,637.574/1/2019
              5/1/2019
              6,744,981.81
              20,755.895/1/2019
              6/3/2019
              6,724,225.92
              20,874.896/3/2019
              7/1/2019
              6,703,351.03
              20,994.5707/01/19
              08/01/19
              6,682,356.46
              6,682,356.46
  12