Exhibit

10.23




 




DEMAND

PROMISSORY NOTE




 




	

  $95,062.50


  	

   


  	

   


  	

  New York, NY


  
	

   


  	

   


  	

   


  	

  July 1, 1997


  





 




FOR  VALUE RECEIVED, DEAN

BERNSTEIN, an individual having an address at 18 FAR HILLS LANE, PLEASANTVILLE,

NY 10570 (“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 NINETY FIVE

THOUSAND SIXTY TWO AND 50/100 ($95,062.50) 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 1, 1997, 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 1st day of July, 1997.




 




	

   


  	

  /s/

  DEAN BERNSTEIN


  	

   


  
	

   


  	

  DEAN BERNSTEIN