Exhibit
      10.39


PROMISSORY
NOTE


(Revolving
Line of Credit)








$10,000,000.00
              Hartford,
      ConnecticutFebruary
      27, 2009







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




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Promissory
Note, the Loan Agreement, the Mortgage (as hereinafter defined) and any other
document executed in connection with this Promissory Note, the Loan Agreement
and the Mortgage (collectively, the “Other Security Documents”) on
the part of Maker to be observed or performed.  (No release of any
security for the principal balance hereof, or extension of time for payment of
this Promissory Note, or any installment hereof, and no alteration, amendment or
waiver of any provision of this Promissory Note, the Loan Agreement, the
Mortgage or the Other Security Documents made by agreement between the Bank and
any other person or party shall release, discharge, modify, change or affect the
liability of Maker under this Promissory Note, the Loan Agreement, the Mortgage
or the Other Security Documents.





This
Promissory Note is subject to the express condition that at no time shall Maker
be obligated or required to pay interest on the principal balance hereof at a
rate which could subject the Bank to either civil or criminal liability as a
result of being in excess of the maximum rate which Maker is permitted by law to
contract or agree to pay.  If by the terms of this Promissory Note
Maker is at any time required or obligated to pay interest on the principal
balance hereof at a rate in excess of such maximum rate, the rate of interest
under this Promissory Note shall be deemed to be immediately reduced to such
maximum rate and interest payable hereunder shall be computed at such maximum
rate and the portion of all prior interest payments in excess of such maximum
rate shall be applied and shall be deemed to have been payments in reduction of
the principal balance hereof.





If Maker
consists of more than one person, the obligations and liabilities of each such
person or party hereunder are and shall be joint and several.





This
Promissory Note is secured by that certain Open-End Mortgage and Security
Agreement, dated as of the date hereof, in the principal amount of up to
$10,000,000.00, executed by Maker in favor of the Bank, encumbering Maker’s fee
estate in certain property located at 21-25 Griffin Road North, Windsor,
Connecticut, as more particularly described therein (the “Windsor Mortgage”), and that
certain Open-End Mortgage and Security Agreement, dated as of the date hereof,
in the principal amount of up to $10,000,000.00, executed by Maker in favor of
the Bank, encumbering Maker’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 (the “Bloomfield Mortgage”; the
Windsor Mortgage and the Bloomfield Mortgage shall be collectively referred to
herein as the “Mortgage”) and the Other
Security Documents.





The terms
of this Promissory Note shall be governed and construed under the laws of the
State of New York without giving effect to its principles of conflicts or choice
of law rules.





This
Promissory Note may not be changed or terminated orally, but only by an
agreement in writing signed by the party against whom enforcement of such change
or termination is sought.  No delay on the part of the holder of this
Promissory Note in exercising any rights hereunder shall operate as a waiver of
such rights.




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Maker
(and the undersigned representative of Maker) represents that Maker has full
power, authority and legal right to execute and deliver this Promissory Note and
that the amount owed under this Promissory Note constitutes a valid and binding
obligation of Maker.





Whenever
used, the singular number shall include the plural, the plural the singular, and
the words “Bank” and “Maker” shall include their respective successors and
assigns.




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IN WITNESS WHEREOF, Maker has
duly executed this Promissory Note the day and year first above
written.
 
 GRIFFIN
      LAND & NURSERIES, INC.,a
      Delaware corporationBy:/s/Anthony Galici
  Name:
              Anthony GaliciTitle:
              Vice President
 
 
 
 STATE
      OF CONNECTICUT
              )ss.: 
      GranbyCOUNTY
      OF HARTFORD
              )





On this 26th day of February, 2009, before me, the
undersigned, a Notary Public in and for said State, personally appeared Anthony Galici, personally known to me
or proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity, and that by his signature on the instrument,
the individual or the person on behalf of which the individual acted, executed
the instrument.








/s/Patricia L.
Jakatavich


Notary
Public






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