EXHIBIT
10.3.2


PROMISSORY
NOTE








$
      506,000.00
            July
      19, 2005








Bryan Hekemian, having an
address of 2 Saddle Brook Drive (herein referred to as the "Borrower"),
for value received, hereby promises to pay to the order of FIRST REAL ESTATE INVESTMENT TRUST of
NEW JERSEY, successors and/or assigns (herein referred to as the "FREIT") at
its offices, 505 Main Street, Hackensack, New Jersey 07601, on or before June
19, 2015 (the "Maturity
Date"), the principal sum of Five hundred and Six Thousand Dollars and no
cents($
506,000.00) or so much
thereof as shall be outstanding as of the Maturity Date, and to pay interest on
the unpaid principal amount hereunder as hereinafter set forth.





(a)           Interest
on this Note shall be charged at a per annum rate (the “LIBOR
Rate”), equal to two hundred twenty-five (225) basis points in excess of
“LIBOR” (as
defined below), for the corresponding “LIBOR Interest
Period” (being periods of three (3) months).  No LIBOR Interest
Period shall extend beyond the Maturity Date of this Note.  The Libor
Rate should be reset on each November 1, February 1, May 1 and August 1 during
the term.





(b)           (i)           For
the purposes hereof, any interest period to which a LIBOR Rate applies is
referred to as a “LIBOR Interest
Period”, and the loan, or any part thereof, when bearing a LIBOR Rate, is
referred to herein as a A
LIBOR
Loan.





(ii)          The
term "LIBOR" or
“LIBOR
Rate” shall mean, as applicable to any LIBOR Loan, the rate per annum as
determined on the basis of the offered rates for deposits in U.S. dollars, for a
period of time comparable to such LIBOR Loan as reported in the Wall Street Journalon the
business day closest to the day prior to the reset date.




(c)           LIBOR
shall be adjusted each November 1, February 1, May 1 and August 1 during the
term of this Note  (such day being referred to herein as a “Reset
Date”) (but if any day is not a Business Day, then the first succeeding
day that is a Business Day shall instead apply.





(d)          The
Borrower shall have the right to repay Loan without penalty.





(e)           In
the event Borrower's employment by Hekemian & Co., Inc. shall terminate for
any reason, then this Note shall be repaid within 90 days of demand therefor by
FREIT.





1.         
  The Borrower shall pay to FREIT interest upon any unpaid balance on
this Note, which interest shall be due and payable to FREIT on November 1,
February 1, May 1, and August 1 during the term in arrears, on the outstanding
principal balance, commencing on November 1, February 1, May 1, and August 1
during the term of the month.  Interest will be charged on all sums
due to FREIT even after a default or judgment.  Each payment made to
FREIT, when paid, shall be applied first to the payment of all interest, charges
and fees accrued and unpaid, and the balance thereof to payment on account of
principal.  Interest shall be calculated on the basis of a 365-day
year and the actual number of days elapsed.  Notwithstanding anything
hereinabove to the contrary, any




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interest
accrued from the date of the Note through October 31, 2006 shall be due and
payable on November 30, 2006.  Pursuant to the Pledge and Security
Agreement entered into between Borrower and FREIT, all refinancing proceeds,
distributions, and other cash flow paid to FREIT as assignee of Borrower’s
Membership Interest in Rotunda 100, LLC, shall be applied first to accrued and
unpaid interest, charges and fees, and then to any outstanding
principal.





2.        
   On the Maturity Date there shall be due and payable all unpaid
principal together with all accrued and unpaid interest, charges, and fees and
all other sums computed in accordance with this Note or otherwise payable
pursuant to the Loan Documents.  If the Maturity Date is not a
business day, this final payment shall be due and payable on the preceding
business day.





3.        
   In the event any payment of interest or principal is received
by FREIT more than ten (10) days after the date due, the Borrower shall, to the
extent permitted by law, pay FREIT a late charge of five (5%) percent of the
overdue payment.





4.          
 To the extent permitted by law, upon the occurrence of an Event of
Default, as defined herein the rate of interest on the unpaid principal balance
shall, at the option of FREIT be five  (5%) percent in excess of the
rate of interest provided herein (the "Default
Rate").  The Borrower acknowledges that:  (i) such
additional rate is a material inducement to FREIT to make the loan; (ii) FREIT
would not make the loan in the absence of the agreement of the Borrower to pay
such additional rate; (iii) such additional rate represents compensation for
increased risk to FREIT that the loan will not be repaid; and (iv) such rate is
not a penalty and represents a reasonable estimate of (a) the cost to FREIT in
allocating its resources (both personnel and financial) to the ongoing review,
monitoring, administration and collection of the loan and (b) compensation to
FREIT for losses that are difficult to ascertain.





5.          
 Any one or more of the following shall constitute an event of default
under this Note (each an “Event of
Default”” and collectively “Events of
Default”“):





(a)
            If
      default shall be made in the payment of any amount payable under this Note
      when and as the same shall become due and
  payable.





(b)
            If
      an Event of Default as defined in the Pledge and Security Agreement
      hereinafter defined shall occur.





6.           
 If any Event of Default shall have occurred, FREIT may:





(a)           declare
the entire unpaid principal balance, together with all accrued and unpaid
interest, charges, fees and all other sums under this Note to be due and
payable, whereupon this Note shall become forthwith due and payable as to
principal, interest, charges, fees and all other sums due hereunder, without
presentment, demand, protest, or other notice of any kind, all of which are
hereby expressly waived, anything contained herein
notwithstanding;


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(b)           collect
interest on any overdue principal, interest, charges, fees and other sums owing
under this Note at the highest rate set forth in this Note or at the Default
Rate, whichever is higher;





(c)           sell
all or part of any collateral given to secure this Note at public or private
sale, with such notice, if any, as may be required by law, all such notice being
hereby waived to the extent permitted by law;





(d)           institute
proceedings for the complete or partial foreclosure of any property securing the
within Note; and/or





(e)           commence
any other proceedings or steps to protect or enforce its rights in any sequence
determined by FREIT.





7.          
 The Borrower hereby grants to FREIT, a continuing lien, security interest
and right of setoff as security for all liabilities and obligations to FREIT,
whether now existing or hereafter arising, upon and against the Borrowers
Membership Interest in Rotunda 100, LLC, and as set forth in a certain Pledge
and Security Agreement of even date herewith given by Borrower to
FREIT.  At any time without demand or notice (any such notice being
expressly waived by the Borrower), FREIT may set off the same or any part
thereof and apply the same to any liability or obligation of the Borrower even
though unmatured regardless of the adequacy of any other collateral securing
this Note.  ANY AND ALL RIGHTS TO REQUIRE FREIT TO EXERCISE ITS RIGHTS
OR REMEDIES WITH RESPECT TO ANY COLLATERAL WHICH SECURES THIS NOTE OR OTHER
PROPERTY OF THE BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY
WAIVED.





8.        
   No right or remedy herein conferred upon or reserved to FREIT
is intended to be exclusive of any other remedy or remedies, and each and every
such remedy shall be cumulative, and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity or by
statute.  No delay or omission of FREIT to exercise any right or power
accruing upon any Event of Default shall impair any such right or power, or
shall be construed to be a waiver of any such Event of Default or an
acquiescence therein; and every power and remedy given by this Note may be
exercised from time to time and as often as may be deemed expedient by
FREIT.  Nothing in this Note contained shall affect the obligation of
the Borrower or any guarantor or endorser to pay the principal of and interest
on this Note in the manner and at the time and place herein
expressed.





9.         
  FREIT may, without notice to or consent of any party liable for the
payment hereof as guarantor, endorser, surety or in any capacity whatsoever, and
without impairing or affecting the liability of such party to FREIT, (a) extend
the time for payment of this Note; (b) alter any other term of this Note by
agreement with the Borrower; (c) release, settle or compromise with any other
party liable for the payment hereof; and/or (d) release, or substitute for, any
collateral held by FREIT as security for the payment of any sum owing to FREIT
by any party hereto; and any renewal and/or modification document required by
FREIT and executed by the Borrower shall be deemed consented to by all such
parties without any requirement that any such party execute any such
document.  The Borrower and all guarantors, endorsers, sureties, and
others liable hereunder in any capacity




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whatsoever
hereby jointly and severally waive presentment for payment, demand, notice of
non-payment, notice of protest, protest of this Note, and all other notice of
any kind.





10.           Should
the indebtedness represented by this Note or any part hereof be collected in any
proceeding, or this Note be placed in the hands of attorneys for collection
after default, the Borrower agrees to pay, in addition to the principal and
interest due and payable hereon, all costs of collecting this Note, including
reasonable attorneys' fees in addition to expenses.





11.           This
Note is binding on the Borrower, any guarantors, endorsers, sureties, and all
others liable hereon and their heirs, administrators, executors,
representatives, successors and assigns, and shall inure to the benefit of
FREIT, its successors and assigns.





12.           This
Note and the rights and obligations of all parties hereto shall be subject to
and governed by the laws of the State of New Jersey and irrespective of any
conflicts of laws.





13.           In
case any one or more of the provisions herein or in any note, document,
instrument, agreement or writing executed in conjunction herewith shall be held
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision hereof, and
this Note shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein or therein.





14.           In
consideration of the agreements contained herein, the Borrower hereby waives any
provisions applicable in connection with any voluntary or involuntary
insolvency, bankruptcy, reorganization, fraudulent conveyance or similar
proceeding involving the Borrower under any state or federal law regarding
creditors=
rights or debtors=
obligations imposing against the Borrower, or otherwise providing for, an
automatic stay under Section 362(a) of the Bankruptcy Code or any other
prohibition against FREIT=s
commencing, maintaining or completing any proceedings in connection with or the
exercise or enforcement of any of FREIT=s
rights hereunder or any applicable law.  In furtherance thereof, the
Borrower agrees that, in the event of the imposition of any such stay or other
prohibition, (a) not to contest any motion made by FREIT for the lifting thereof
or for exemption therefrom; and (b) to cooperate with FREIT, in any manner
requested by FREIT, in its efforts to obtain relief from any such stay or other
prohibition.





15.           Upon
receipt of an affidavit of an officer of FREIT as to the loss, theft,
destruction or mutilation of this Note or any other loan document which is not
of public record, and, in the case of any such loss, theft, destruction or
mutilation, upon surrender and cancellation of such Note or other document, the
Borrower will issue, in lieu thereof, a replacement note or other document in
the same principal amount thereof and otherwise of like tenor.





16.           This
Note is intended by the parties as the final, complete and exclusive statement
of the transactions evidenced by this Note.  All prior or
contemporaneous promises, agreements and understandings, whether oral or
written, are deemed to be superceded by this Note, and no party is relying on
any promise, agreement or understanding not set forth in this
Note.  This Note may not be amended or modified except by a written
instrument describing such amendment or modification executed by Borrower and
FREIT.





17.           FREIT
shall have the unrestricted right at any time or from time to time, and without
Borrower’s or any Guarantor’s consent, to assign all or any portion of its
rights and obligations hereunder to one or more and person (each, an “Assignee”),
and Borrower and each Guarantor agrees




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that it
shall execute or cause to be executed, such documents, including without
limitation, amendments to this Note and to any other documents, instruments and
agreements executed in connection herewith as shall be reasonably
necessary  to effect the foregoing, provided same do not change the
Borrower’s rights and obligations.  The loan evidence by this Note has
been made by FREIT to the Borrower as an accommodation to Borrower as and
employee of Hekemian & Co., Inc. to make an investment in Rotunda 100, LLC,
which is a limited Member of Grande Rotunda, LLC,  the owner of
certain property in Baltimore, Maryland (the “Property”) in which FREIT is the
Managing Member.  Notwithstanding anything else herein provided, any
monies to which Borrower is entitled as a member of Rotunda 100, LLC resulting
from a refinancing of the Property shall be first applied to the outstanding
principal balance and accrued interest, if any, to the extent
thereof.





THE
BORROWER AND EVERY OTHER PARTY LIABLE HEREON AS GUARANTOR, ENDORSER, SURETY OR
IN ANY CAPACITY WHATSOEVER EXPRESSLY WAIVE THE RIGHT TO A JURY TRIAL ON ALL
ISSUES SO TRIABLE, CONSENT TO AND CONFER PERSONAL JURISDICTION OVER THE BORROWER
AND SUCH OTHER PARTY ON THE COURTS OF THE STATE OF NEW JERSEY, EXPRESSLY WAIVE
ANY OBJECTIONS AS TO VENUE IN ANY OF SUCH STATE COURTS, AND EXPRESSLY WAIVE ANY
RIGHT OF REMOVAL FROM SUCH STATE COURTS.





[Signature
lines on next page]


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IN
WITNESS WHEREOF, the Borrower has caused these presents to be properly executed
by their duly authorized corporate officers, the day and year first above
written.








WITNESS:/s/ Bryan
      HekemianBryan
      Hekemian/s/ Allan
      Tubin




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