**Exhibit
      10.2**






**PROMISSORY
      NOTE**


(Commercial
      - Single Advance)










**DATE
      AND PARTIES.** The
      date
      of this Promissory Note (this “Note”) is ________ ___, 2007. The parties and
      their addresses are:





**LENDER:**





**NORTHEAST
      COMMUNITY BANK**


325
      Hamilton Avenue


White
      Plains, New York 10601





**BORROWER:**





**MJ
      1353-1355 FIRST AVENUE, LLC**


c/o
      Wellington Real Estate, Inc.


403
      Fairview Avenue


Westwood,
      NJ 07675





**1.** **DEFINITIONS.** As
      used
      in this Note, the terms have the following meanings:





**A.
      Pronouns.** The
      pronouns “I,” “me,” and “my” refer to each Borrower signing this Note,
      individually and together with their heirs, successors and assigns, and each
      other person or legal entity (including guarantors, endorsers, and sureties)
      who
      agrees to pay this Note. “You” and “Your” refer to the Lender, with its
      participants or syndicators, successors and assigns, or any person or company
      that acquires an interest in the Loan.





**B.
      Note.** Note
      refers to this document, and any extensions, renewals, modifications and
      substitutions of this Note.





**C.
      Loan.** Loan
      refers to this transaction generally, including obligations and duties arising
      from the terms of all documents prepared or submitted for this transaction
      such
      as applications, security agreements, disclosures or notes, and this Note.





**D.
      Percent.** Rates
      and
      rate change limitations are expressed as annualized percentages.





Any
      other
      capitalized terms used herein, but not defined herein, shall have the meanings
      ascribed to them in the certain Agreement of Sale dated December ___, 2006,
      between the Lender and the Borrower.





**2.** **PROMISE
      TO PAY.** For
      value
      received, I promise to pay you or your order, at your address, or at such other
      location as you may designate, the principal sum of **$18,000,000.00
      (Principal)** in
      accordance with the terms provided for herein until this Note matures or this
      obligation is accelerated.









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**3.** **REMEDIAL
      CHARGES.** If
      a
      payment is more than **10** days
      late, I will pay a remedial charge of **5.000** percent
      of the Unpaid Portion of Payment, plus an additional **1.000** percent
      of the Unpaid Portion of Payment for each month that such payment remains
      unpaid.





**4.** **PAYMENT.** I
      agree
      to pay this Note in **2** payments. A payment of **$9,000,000** will be
      due one (1) year following the date of this Note, and a payment of **$9,000,000** will be
      due two (2) years following the date of this Note.





**5.** **PREPAYMENT.** I
      may
      prepay this Loan in full or in part at any time. Any partial prepayment will
      not
      excuse any later scheduled payments until I pay in full.





**6.** **LOAN
      PURPOSE.** The
      purpose of this Loan is to finance a portion of the Purchase Price for the
      premises located at 1353-1355 First Avenue, NY, NY (the “Premises”) in the total
      purchase amount of $28,000,000.00.





**7.** **SECURITY.** This
      Loan
      is secured by that certain Purchase Money Real Estate Mortgage, Assignment,
      and
      Security Agreement (the “Mortgage”) of even date herewith between the Borrower
      and the Lender and represents a mortgage lien held by Lender on the
      Premises..





**8.** **DEFAULT.** I
      will be
      in default if any of the following occur:





**A.
      Payments.** I
      fail to
      make a payment in full when due.





**B.
      Insolvency.** I
      make an
      assignment for the benefit of creditors or become insolvent, either because
      my
      liabilities exceed my assets or I am unable to pay my debts as they become
      due.





**C.
      Business Termination.** I
      merge,
      dissolve, reorganize, end my business or existence (except as specifically
      permitted in the Mortgage), or a partner or majority owner dies or is declared
      legally incompetent.





**D.
      Failure to Perform.** I
      fail to
      perform any condition or to keep any promise or covenant of this Note.





**E.
      Other Agreements.** I
      am in
      default on any other debt or agreement I have with you.





**F.
      Misrepresentation.** I
      make
      any verbal or written statement or provide any financial information that is
      untrue, inaccurate, or conceals a material fact at the time it is made or
      provided.





**G.
      Judgment.** I
      fail to
      satisfy or appeal any judgment against me.





**H.
      Forfeiture.** The
      Property is used in a manner or for a purpose that threatens confiscation by
      a
      legal authority.







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**I.
      Name Change.** I
      change
      my name or assume an additional name without notifying you before making such
      a
      change.





**J.
      Property Transfer.** I
      transfer all or a substantial part of my money or property.





**K.
      Property Value.** The
      value
      of the Property declines or is impaired.





**L.
      Material Change.** Without

      first notifying you, there is a material change in my business, including
      ownership, management, and financial conditions (except as specifically
      permitted in the Mortgage).





**11.** **ASSUMPTIONS.** Someone
      buying the Property cannot assume the obligation unless consented to by Lender.
      You may declare the entire balance of the Note to be immediately due and payable
      upon the creation of, or contract for the creation of, any lien, encumbrance,
      or
      transfer of the Property.





**12.** **WAIVERS
      AND CONSENT.** To
      the
      extent not prohibited by law, I waive protest, presentment for payment, demand,
      notice of acceleration, notice of intent to accelerate and notice of dishonor.





**A.
      Additional Waivers By Borrower.** In
      addition, I, and any party to this Note and Loan, to the extent permitted by
      law, consent to certain actions you may take, and generally waive defenses
      that
      may be available based on these actions or based on the status of a party to
      this Note.





**(1)** You
      may
      renew or extend payments on this Note, regardless of the number of such renewals
      or extensions.





**(2)** You
      may
      release any Borrower, endorser, guarantor, surety, accommodation maker or any
      other co-signer.





**(3)** You
      may
      release, substitute or impair any Property securing this Note.





**(4)** You,
      or
      any institution participating in this Note, may invoke your right of set-off.





**(5)** You
      may
      enter into any sales, repurchases or participations of this Note to any person
      in any amounts.





**(6)** I
      agree
      that any of us signing this Note as a Borrower is authorized to modify the
      terms
      of this Note or any instrument securing or relating to this Note.





**B.
      No Waiver By Lender.** Your
      course of dealing, or your forbearance from, or delay in, the exercise of any
      of
      your rights, remedies, privileges or right to insist upon my strict performance
      of any provisions contained in this Note, or other Loan documents, shall not
      be
      construed as a waiver by you, unless any such waiver is in writing and is signed
      by you.







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**13.** **REMEDIES.** After
      I
      default, and after you give any legally required notice and reasonable
      opportunity to cure the default, you may at your option do any one or more
      of
      the following.





**A.
      Acceleration.** You
      may
      make all or any part of the amount owing by the terms of this Note immediately
      due.





**B.
      Sources.** You
      may
      use any and all remedies you have under state or federal law or in any
      instrument securing this Note.





**C.
      Insurance Benefits.** You
      may
      make a claim for any and all insurance benefits or refunds that may be available
      on my default.





**D.
      Payments Made On My Behalf.** Amounts
      advanced on my behalf will be immediately due and may be added to the balance
      owing under the terms of this Note, and accrue interest at the highest
      post-maturity interest rate.





**E.
      Set-Off.** You
      may
      use the right of set-off. This means you may set-off any amount due and payable
      under the terms of this Note against any right I have to receive money from
      you.





My
      right
      to receive money from you includes any deposit or share account balance I have
      with you; any money owed to me on an item presented to you or in your possession
      for collection or exchange; and any repurchase agreement or other non-deposit
      obligation. “Any amount due and payable under the terms of this Note” means the
      total amount to which you are entitled to demand payment under the terms of
      this
      Note at the time you set-off.





Subject
      to any other written contract, if my right to receive money from you is also
      owned by someone who has not agreed to pay this Note, your right of set-off
      will
      apply to my interest in the obligation and to any other amounts I could withdraw
      on my sole request or endorsement.





You
      will
      not be liable for the dishonor of any check when the dishonor occurs because
      you
      set-off against any of my accounts. I agree to hold you harmless from any such
      claims arising as a result of your exercise of your right of
      set-off.





**F.
      Waiver.** Except
      as
      otherwise required by law, by choosing any one or more of these remedies you
      do
      not give up your right to use any other remedy. You do not waive a default
      if
      you choose not to use a remedy. By electing not to use any remedy, you do not
      waive your right to later consider the event a default and to use any remedies
      if the default continues or occurs again.





**14.** **COLLECTION
      EXPENSES AND ATTORNEYS' FEES.** On
      or
      after Default, to the extent permitted by law, I agree to pay all reasonable
      expenses of collection, enforcement or protection of your rights and remedies
      under this Note. Expenses include, but are not limited to, reasonable attorneys'
      fees, court costs, and other legal expenses. If not paid immediately,
      these







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expenses
      will bear interest from the date of the payment until paid in full at the same
      interest rate in effect as provided in the terms of this Note. All fees and
      expenses will be secured by the Property I have granted to you, if any. To
      the
      extent permitted by the United States Bankruptcy Code, I agree to pay the
      reasonable attorneys' fees you incur to collect this Debt as awarded by any
      court exercising jurisdiction under the Bankruptcy Code.





**15.** **WARRANTIES
      AND REPRESENTATIONS.** I
      make to
      you the following warranties and representations which will continue as long
      as
      this Note is in effect:





**A.
      Power.** I
      am duly
      organized, and validly existing and in good standing in all jurisdictions in
      which I operate. I have the power and authority to enter into this transaction
      and to carry on my business or activity as it is now being conducted and, as
      applicable, am qualified to do so in each jurisdiction in which I operate.





**B.
      Authority.** The
      execution, delivery and performance of this Note and the obligation evidenced
      by
      this Note are within my powers, have been duly authorized, have received all
      necessary governmental approval, will not violate any provision of law, or
      order
      of court or governmental agency, and will not violate any agreement to which
      I
      am a party or to which I am or any of my Property is subject.





**C.
      Name and Place of Business.** Other
      than previously disclosed in writing to you I have not changed my name or
      principal place of business within the last 10 years and have not used any
      other
      trade or fictitious name. Without your prior written consent, I do not and
      will
      not use any other name and will preserve my existing name, trade names and
      franchises.





**16.** **INSURANCE.** I
      understand and agree that any insurance premiums paid to insurance companies
      as
      part of this Note will involve money retained by you or paid back to you as
      commissions or other remuneration, subject to the rights of any senior Lenders
      as the case may be.





**A.
      Property Insurance.** I
      will
      insure or retain insurance coverage on the Property and abide by the insurance
      requirements of any security instrument securing this Loan.





**B.
      Insurance Warranties.** I
      agree
      to purchase any insurance coverages that are required, in the amounts you
      require, as described in this or any other documents I sign for this Loan.
      I
      will provide you with continuing proof of coverage. I will buy or provide
      insurance from a firm licensed to do business in the State where the Property
      is
      located. If I buy or provide the insurance from someone other than you, the
      firm
      will be reasonably acceptable to you. I will have the insurance company name
      you
      as loss payee on any insurance policy. You will apply the insurance proceeds
      toward what I owe you on the outstanding balance. I agree that if the insurance
      proceeds do not cover the amounts I still owe you, I will pay the difference.
      I
      will keep the insurance until all debts secured by this agreement are paid.





**C.
      Prepayment.** If
      I
      prepay in full or if I default and you demand payment of the unpaid balance,
      I
      may be entitled to a partial refund credit of any prepaid, unearned
      insurance







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premiums.
      This refund may be obtained from you or from the insurance company named in
      my
      policy or certificate of insurance.





**17.** **APPLICABLE
      LAW.** This
      Note
      and its validity, construction and performance shall be governed in all respects
      by, and construed in accordance with, the laws of the State of New York, without
      regard to conflicts of law principles. All actions and proceedings arising
      out
      of or relating to this Agreement shall be heard and exclusively determined
      in
      any New York state or federal court sitting in the County of New York and the
      parties hereto hereby consent to the jurisdiction of such courts in any such
      action or proceeding.





**18.** **JOINT
      AND INDIVIDUAL LIABILITY AND SUCCESSORS.** My
      obligation to pay this Loan is independent of the obligation of any other person
      who has also agreed to pay it. You may sue me alone, or anyone else who is
      obligated on this Loan, or any number of us together, to collect this Loan.
      Extending this Loan or new obligations under this Loan, will not affect my
      duty
      under this Loan and I will still be obligated to pay this Loan. The duties
      and
      benefits of this Loan will bind and benefit the successors and assigns of you
      and me.





**19.** **AMENDMENT,
      INTEGRATION AND SEVERABILITY.** This
      Note
      may not be amended or modified by oral agreement. No amendment or modification
      of this Note is effective unless made in writing and executed by you and me.
      This Note is the complete and final expression of the agreement. If any
      provision of this Note is unenforceable, then the unenforceable provision will
      be severed and the remaining provisions will still be enforceable.





**20.** **INTERPRETATION.** Whenever
      used, the singular includes the plural and the plural includes the singular.
      The
      section headings are for convenience only and are not to be used to interpret
      or
      define the terms of this Note.





**21.** **NOTICE,
      FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS.** Unless
      otherwise required by law, any notice will be given by delivering it or mailing
      it by first class mail to the appropriate party's address listed in the DATE
      AND
      PARTIES section, or to any other address designated in writing. Notice to one
      party will be deemed to be notice to all parties. I will inform you in writing
      of any change in my name, address or other application information. I will
      provide you any financial statement or information you request. All financial
      statements and information I give you will be correct and complete. I agree
      to
      sign, deliver, and file any additional documents or certifications that you
      may
      reasonably consider necessary to perfect, continue, and preserve my obligations
      under this Loan and to confirm your lien status on any Property.





**22.** **CREDIT
      INFORMATION.** I
      agree
      to supply you with whatever information you reasonably request. You will make
      requests for this information without undue frequency, and will give me
      reasonable time in which to supply the information.





**23.** **ERRORS
      AND OMISSIONS.** I
      agree,
      if requested by you, to fully cooperate in the correction, if necessary, in
      the
      reasonable discretion of you of any and all loan closing documents so that
      all
      documents accurately describe the loan between you and me. I agree
      to









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assume
      all costs including by way of illustration and not limitation, actual expenses,
      legal fees and marketing losses for failing to reasonably comply with your
      requests within thirty (30) days.





**24.
      WAIVER OF JURY.** LENDER
      AND BORROWER HEREBY
      KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT ANY OF
      THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR
      COUNTERCLAIM BASED ON THIS AGREEMENT, OR ARISING OUT OF, UNDER, OR IN CONNECTION
      WITH THIS AGREEMENT OR ANY DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION WITH
      THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
      VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO.





[THE
      REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]















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**25.
      SIGNATURES.** By
      signing, I agree to the terms contained in this Note. I also acknowledge receipt
      of a copy of this Note.





**BORROWER:****MJ
                1353-1355 FIRST AVENUE, LLC,**a
                New York limited liability companyBy
            ________________________________Name:
                John J. JohnsonTitle:
                Managing Member










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