Exhibit

10.26




 




DEMAND

PROMISSORY NOTE




 








	

  $102,375.00


  	

   


  	

   


  	

  New York, NY


  
	

   


  	

   


  	

   


  	

  June 29, 1994


  










 




FOR VALUE RECEIVED, STEVEN F. SIEGEL, an individual having an address

at 80 PLYMOUTH ROAD, PLAINVIEW, NY 11803 (“Maker”), does hereby promise and

covenant to pay to the order of NEW PLAN REALTY TRUST, a Massachusetts business

trust (“NPRT”), at its office located at 1120 Avenue of the Americas, New York,

NY 10036, ON DEMAND, the principal sum of ONE HUNDRED TWO THOUSAND THREE

HUNDRED SEVENTY FIVE ($102,375.00) DOLLARS (the “Principal Sum”), together with

interest at the rate of five (5%) percent per annum on the unpaid balance of

the Principal Sum from (and including) the date hereof until (but not

including) the date the Principal Sum is paid in full.




 




Interest on the unpaid balance of the Principal Sum shall be due and

payable in arrears on the first business day of each October, January, April

and July, commencing on October 3, 1994, and continuing thereafter until (but

not including) the date the Principal Sum is paid in full.  Interest on the unpaid balance of the

Principal Sum shall be computed on the basis of a three hundred sixty-five

(365) day year (for the actual number

of days elapsed).




 




Notwithstanding the foregoing, on the death of the Maker or on the

Maker’s termination of employment with New Plan Realty Trust, the entire

principal sum with accrued interest shall be due and payable on the thirtieth

day following the date of the Maker’s death or last day of Maker’s employment

with New Plan Realty Trust.




 




Upon default in the payment of any installment of interest when due,

and if said default shall remain uncured for a period of fifteen (15) days

after written notice of such default to Maker, then the entire unpaid Principal

Sum remaining at the time unmatured, together with accrued and unpaid interest

thereon, shall, at the election of NPRT, become immediately due and payable.




 




During any period this Note is in default, at the election of NPRT, the

unpaid balance of the Principal Sum shall bear interest at a rate which is

equal to two (2%) percent per annum greater than the interest rate otherwise

charged hereunder.




 




Notwithstanding anything in this Note to the contrary, nothing herein

contained nor any transaction related hereto shall be construed, or shall

operate either presently or prospectively, to (a) require Maker to pay, or NPRT

to accept, interest at a rate greater than that which is lawful in such case to

contract for, but shall require payment of interest only to the extent of such

lawful rate, or (b) require Maker to make any

payment or do any act contrary to law. 

Should NPRT receive any payment which

is or would be in excess of that permitted to be charged under 




 





























 




applicable law, the amount of such excess shall have been, and shall be

deemed to have been, made in error and shall, at the option of NPRT be returned

to Maker or applied to the Principal Sum.




 




This Note may be prepaid in whole or in part at any time without

premium or penalty, provided that any such prepayment shall be accompanied by

the payment of unpaid accrued interest on the amount of such prepayment, and provided that any such prepayment shall not

postpone the due date of any subsequent installment of principal or interest or

change the amount of any such installment.




 




Maker hereby waives presentment and demand for payment, notice of

dishonor, protest and notice of protest of this Note, and agrees to pay all

costs of collection when incurred including, without limitation, reasonable

attorneys’ fees and disbursements.  No

extension of time for payment of this Note, or any installment hereof, and no

alteration, amendment or waiver of any provision of this Note shall release,

discharge, modify, change or otherwise affect the liability of Maker under this

Note.  The obligations of Maker under

this Note are absolute, and Maker waives any and all rights to offset, deduct

or withhold any payments or charges due hereunder for any reason

whatsoever.  Maker hereby waives a trial

by jury of any and all issues arising in any action or proceeding connected

with Note.




 




Acceptance by NPRT of any payment in an amount less than the amount

then due shall be deemed an acceptance on account only, and the failure to pay

the entire amount then due shall be and continue to be an event of default.




 




The remedies of NPRT as provided herein shall be cumulative and

concurrent and may be pursued independently, successively or together, at the

sole discretion of NPRT, and may be exercised as often as occasion therefor

shall occur, and the failure to

exercise any such right or remedy shall not be construed as a waiver or release

thereof.




 




No delay or omission on the part of NPRT in the exercising of any right

hereunder shall operate as a waiver of such rights, or of any right under this Note, unless such waiver is in writing

and signed by NPRT; and then only to

the extent specifically set forth in the writing.  A waiver on any one occasion shall no be construed as continuing,

or as a bar to, or waiver of, any such right on any future occasion.




 




This 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.




 




Neither Maker nor NPRT shall assign or otherwise transfer this Note (in

whole or in part), or delegate any or all of its respective obligations

hereunder, without the prior written consent of the other party, which consent

may be withheld by such party for any reason or for no reason.




 





























 




This Note shall be binding upon and inure to the benefit of and be

enforceable by the respective successors, permitted assignees, heirs,

administrators, estates and personal representatives of the parties

hereto.  All references to NPRT shall

include its sucessors and permitted assigns and all references to Maker shall

include his heirs, administrators, estates and personal representatives.




 




If any term or provision of this Note or the application thereof to any

person or circumstance shall, to any extent, be invalid or unenforceable, the

remainder of this Note, or the application of such term or provision to persons

or circumstances other than those as to which it is held invalid or

unenforceable, shall not be affected thereby, and each term and provision of

this Note shall be valid and be enforced to the fullest extent permitted by

law.




 




This Note shall be governed by, and construed and enforced in

accordance with, the internal laws in effect in the State of New York.




 




This Agreement and all documents, agreements, understandings and

arrangements relating to this transaction have been negotiated, executed and

delivered on behalf of New Plan Realty Trust by the Trustees or officers

thereof in their representative capacity under the Declaration of Trust of New

Plan Realty Trust dated as of July 31, 1972 as amended, and not individually,

and bind only the Trust Estate of New Plan Realty Trust, and no Trustee,

officer, employee, agent or shareholder of New Plan Realty Trust shall be bound

or held to any personal liability in connection with the obligations of New

Plan Realty Trust thereunder, and any person or entity dealing with New Plan

Realty Trust in connection therewith shall look solely to the Trust Estate for

the payment of any claim or for the performance of any obligation

hereunder.  The foregoing shall also

apply to any future documents, agreements, understandings, and arrangements

which may relate to this transaction.




 




IN WITNESS WHEREOF, the undersigned,

intending to be legally bound hereby,

has fully executed this Note as of this 29th day of June, 1994.




 




	

   


  	

  /s/

  STEVEN F. SIEGEL


  	

   


  
	

   


  	

  STEVEN F. SIEGEL