EXHIBIT
10.4.5


PROMISSORY
NOTE








$80,603.21
            October
      31, 2006








Allan
Tubin, having an address at 142 Windsor Road (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
September 30, 2016 (the "Maturity
Date"), the principal sum of Eighty Thousand, Six Hundred Three Dollars
and Twenty One Cents($80,603.21) 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 Journal on 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, the first interest payment under this note
shall be due and payable on February 1, 2007.  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 Damascus 100, LLC, shall be applied first to
accrued and unpaid interest, charges and fees, and then to any outstanding
principal.


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117


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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118


(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 Damascus 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 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.


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119


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 creditor’s rights or debtor’s 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.


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120


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 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 Damascus 100, LLC, which is a limited Member
of Damascus Centre, LLC,  the owner of certain property in Damascus,
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 Damascus 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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121


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/ Allan
      TubinAllan
      Tubin/s/ Renie
      Wilman






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