PLEDGE AND SECURITY AGREEMENT

                            Dated as of June 30, 2007

                                       by

                                 GTJ REIT, INC.

                                   as Pledgor

                                   in favor of

                   ING USA ANNUITY AND LIFE INSURANCE COMPANY,
                     ING LIFE INSURANCE AND ANNUITY COMPANY,
                      RELIASTAR LIFE INSURANCE COMPANY, and
                   SECURITY LIFE OF DENVER INSURANCE COMPANY,

                               as Secured Parties
                               ------------------

                                   relating to

                                 LOAN AGREEMENT

                            Dated as of June 30, 2007

                                      among

                               GTJ REIT, INC. and
                        THE OTHER BORROWERS NAMED THEREIN

                                  as Borrowers

                                       and

                            THE LENDERS NAMED THEREIN

                                   as Lenders



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                                TABLE OF CONTENTS



                                                                           Page

1.       DEFINITIONS...........................................................1

2.       PLEDGE................................................................3

3.       DELIVERY AND REGISTRATION OF COLLATERAL...............................3

4.       VOTING RIGHTS; PAYMENTS, DIVIDENDS, AND DISTRIBUTIONS.................5

5.       REPRESENTATIONS AND WARRANTIES........................................5

6.       FURTHER ASSURANCES....................................................6

7.       COVENANTS OF THE PLEDGOR..............................................7

8.       THE SECURED PARTY AS THE PLEDGOR'S ATTORNEY-IN-FACT...................7

9.       REMEDIES UPON DEFAULT.................................................8

10.      APPLICATION OF PROCEEDS..............................................10

11.      INDEMNITY AND EXPENSES...............................................11

12.      DUTIES OF THE SECURED PARTY..........................................11

13.      AMENDMENTS; ETC......................................................11

14.      CONTINUING SECURITY INTEREST.........................................12

15.      SECURITY INTEREST ABSOLUTE...........................................12

16.      WAIVER OF MARSHALING.................................................12

17.      MISCELLANEOUS........................................................13

         (a)    Notices.......................................................13

         (b)    Successors and Assigns........................................13

         (c)    Severability..................................................13

         (d)    Construction..................................................13

         (e)    Counterparts; Execution and Delivery by Facsimile or E-mail...14

         (f)      Waiver of Jury Trial........................................14

         (g)      Governing Law...............................................14


Schedule 1........--       Pledged Interests
Exhibit 3(a)......--       Form of Indorsement Certificate
Exhibit 3(f) .....--       Form of Issuer Acknowledgement

                                      -i-

<PAGE>

                          PLEDGE AND SECURITY AGREEMENT

     This  Pledge  and  Security  Agreement,  dated as of June 300,  2007  (this
"Agreement"),  is by GTJ REIT, INC., a Maryland corporation (the "Pledgor"),  in
favor of ING USA ANNUITY AND LIFE  INSURANCE  COMPANY,  ING LIFE  INSURANCE  AND
ANNUITY COMPANY,  RELIASTAR LIFE INSURANCE COMPANY,  and SECURITY LIFE OF DENVER
INSURANCE  COMPANY,  as Lenders and secured parties hereunder  (individually and
collectively,  and including any other Persons that may from time to time become
Lenders under and as defined in the Loan Agreement, the "Secured Party").

                             Preliminary Statements:

     A. Concurrently with the execution and delivery hereof, the Pledgor;  Green
Acquisition,   Inc.;  Triboro  Acquisition,  Inc.;  Jamaica  Acquisition,  Inc.;
165-25th 147th Avenue,  LLC; 49-19  Rockaway  Beach  Boulevard,  LLC; 85-01 24th
Avenue, LLC; and 114-15 Guy Brewer Boulevard, LLC, as Borrowers, and the Lenders
are  entering  into a Loan  Agreement,  dated as of the date  hereof  (the "Loan
Agreement"), pursuant to which the Lenders may make Loans to the Borrowers.

     B. The Pledgor legally and beneficially owns the Pledged Interests.

     C. To induce the  Lenders to make  Loans,  the  Pledgor  desires to pledge,
grant,  transfer,  and assign to the  Secured  Party a security  interest in the
Collateral to secure the Secured Obligations, as provided herein.

                                   Agreement:

     In  consideration  of the  foregoing  and the mutual  agreements  set forth
below, and for other good and valuable  consideration,  the parties hereby agree
and covenant as follows:

1.   Definitions.

     As used herein,  each following term has the respective  meaning  indicated
below, in the other agreement indicated below or in the Section or other part of
this Agreement indicated below:

     "Agreement" is defined in the introductory paragraph.

     "Assignment of Leases and Rents" is defined in the Loan Agreement.

     "Bankruptcy  Code"  means the  United  States  Bankruptcy  Code (11  U.S.C.
Section 101 et seq.).

     "Borrowers" is defined in the Loan Agreement.

     "Business Day" is defined in the Loan Agreement.

<PAGE>

     "Collateral" means, collectively, the Pledged Interests, the Future Rights,
and the Proceeds.

     "Event of Default" is defined in the Loan Agreement.

     "Future Rights" means (a) all Interests  (other than Pledged  Interests) of
the Issuers,  and all  securities  convertible  or  exchangeable  into,  and all
warrants,  options, or other rights to purchase,  Interests of the Issuers;  and
(b) the certificates or instruments representing such Interests,  convertible or
exchangeable  securities,  warrants,  and other rights and all dividends,  cash,
options, warrants, rights, instruments, and other property or proceeds from time
to time  received,  receivable,  or  otherwise  distributed  in respect of or in
exchange for any or all of such Interests.

     "Interests"  means  all  securities,   shares,  units,  options,  warrants,
interests,  participations,  or other equivalents (regardless of how designated)
of or in a  corporation,  partnership,  limited  liability  company,  or similar
entity, whether voting or nonvoting,  certificated or uncertificated,  including
general partner partnership  interests,  limited partner partnership  interests,
common stock,  preferred stock, limited liability company membership  interests,
or any other  "equity  security"  (as such term is defined in Rule 3a11-1 of the
General  Rules  and  Regulations  promulgated  by the  Securities  and  Exchange
Commission under the Securities Exchange Act of 1934).

     "Issuer Acknowledgement" is defined in Section 3(f).

     "Issuers" means each of the Persons  identified as an Issuer in Schedule 1,
and any successors thereto, whether by merger or otherwise.

     "Lenders" is defined in the Loan Agreement.

     "Loan Agreement" is defined in the Preliminary Statements.

     "Loan Documents" is defined in the Loan Agreement.

     "Loans" is defined in the Loan Agreement.

     "Other Holder" is defined in Section 3(c).

     "Person" is defined in the Loan Agreement.

     "Pledged  Interests"  means (a) all Interests of the Issuers  identified in
Schedule 1 and (b) the certificates or instruments,  if any,  representing  such
Interests.

     "Pledgor" is defined in the introductory paragraph.

     "Proceeds"  means all  proceeds  (including  proceeds of  proceeds)  of the
Pledged  Interests  and Future  Rights,  including  all:  (a) rights,  benefits,
distributions,   premiums,  profits,  dividends,  interest,  cash,  instruments,
documents of title, accounts,  contract rights,  inventory,  equipment,  general
intangibles,  payment  intangibles,  deposit accounts,  chattel paper, and other
property from time to time  received,  receivable,  or otherwise  distributed in

                                      -2-
<PAGE>

respect of or in exchange for, or as a replacement of or a substitution for, any
of the Pledged  Interests,  Future Rights,  or proceeds  thereof  (including any
cash,   Interests,   or  other  securities  or  instruments   issued  after  any
recapitalization,  readjustment,  reclassification, merger or consolidation with
respect to the  Issuers  and any  security  entitlements,  as defined in Section
8-102(a)(17) of the UCC, with respect thereto);  (b) "proceeds," as such term is
defined in Section  9-102(a)(64)  of the UCC;  (c)  proceeds  of any  insurance,
indemnity, warranty, or guaranty (including guaranties of delivery) payable from
time to time with  respect to any of the  Pledged  Interests,  Future  Rights or
proceeds thereof;  (d) payments (in any form whatsoever) made or due and payable
to  the  Pledgor  from  time  to  time  in  connection  with  any   requisition,
confiscation,  condemnation,  seizure  or  forfeiture  of all or any part of the
Pledged  Interests,  Future Rights, or proceeds  thereof;  and (e) other amounts
from time to time paid or payable under or in connection with any of the Pledged
Interests, Future Rights, or proceeds thereof.

     "Registered  Organization"  shall  have the  meaning  ascribed  thereto  in
Section 9-102(a)(70) of the UCC.

     "Required Lenders" is defined in the Loan Agreement.

     "Secured Obligations" means all liabilities,  obligations,  or undertakings
owing by any Borrower to the Lenders of any kind or  description  arising out of
or outstanding under, advanced or issued pursuant to, or evidenced by any of the
Loan Documents, irrespective of whether for the payment of money, whether direct
or  indirect,  absolute  or  contingent,  due or to  become  due,  voluntary  or
involuntary,  whether now  existing or  hereafter  arising,  and  including  all
interest  (including  interest that accrues after the filing of a case under the
Bankruptcy Code) and any and all costs,  fees (including  reasonable  attorneys'
fees),  and expenses that any Borrower is required to pay pursuant to any of the
foregoing, by law, or otherwise.

     "Secured Party" is defined in the introductory paragraph.

     "Securities Act" is defined in Section 9(b).

     "UCC"  means the Uniform  Commercial  Code as in effect in the State of New
York, the State of Maryland, or any other applicable jurisdiction.

2.   Pledge.

     As  security  for  the  prompt  payment  and  performance  of  the  Secured
Obligations in full by the Borrowers when due,  whether at stated  maturity,  by
acceleration or otherwise  (including  amounts that would become due but for the
operation of the provisions of the Bankruptcy Code), the Pledgor hereby pledges,
grants,  transfers,  and assigns to the Secured Party a security interest in all
of the Pledgor's right, title, and interest in and to the Collateral.

3.   Delivery and Registration of Collateral.

     (a) All  certificates and other  instruments and documents  representing or
evidencing  the  Collateral  shall be promptly  delivered  by the Pledgor to the
Secured  Party or the Secured  Party's  designee  pursuant  hereto at a location
designated by the Secured Party and shall be held by or on behalf of the Secured

                                      -3-
<PAGE>

Party pursuant  hereto,  and shall be in suitable form for transfer by delivery,
or shall be accompanied by duly executed  indorsement  certificates  in the form
attached  hereto as  Exhibit  3(a) (in the case of Pledged  Interests  or Future
Rights) or other  instrument of transfer or assignment or  indorsement in blank,
in form and substance satisfactory to the Secured Party.

     (b) Subject to Section 9(d), upon the occurrence and during the continuance
of an Event of Default,  the Secured Party shall have the right,  at any time in
its discretion and without notice to the Pledgor,  to transfer to or to register
on the books of the Issuers (or of any other  Person  maintaining  records  with
respect  to the  Collateral)  in the  name of the  Secured  Party  or any of its
nominees any or all of the Collateral  consisting of Pledged Interests or Future
Rights.  In  addition,  the  Secured  Party  shall have the right at any time to
exchange  certificates or instruments  representing or evidencing Collateral for
certificates or instruments of smaller or larger denominations.

     (c) If, at any time and from time to time,  any  Collateral  (including any
certificate  or other  instrument or document  representing  or  evidencing  any
Collateral) is in the possession of a Person other than the Secured Party or the
Pledgor (an "Other Holder"), then the Pledgor shall immediately,  at the Secured
Party's  option,  either cause such  Collateral to be delivered into the Secured
Party's  possession,  or  cause  such  Other  Holder  to  enter  into a  control
agreement,  in form and substance reasonably  satisfactory to the Secured Party,
and take all other steps deemed  necessary  by the Secured  Party to perfect the
security  interest  of the Secured  Party in such  Collateral,  all  pursuant to
Sections  9-106  and  9-313 of the UCC or other  applicable  law  governing  the
perfection of the Secured  Party's  security  interest in the  Collateral in the
possession of such Other Holder.

     (d) Any and all Collateral (including dividends,  interest,  principal, and
other distributions,  whether in cash or other property) at any time received or
held by the Pledgor shall be so received or held in trust for the Secured Party,
shall be  segregated  from other funds and  property of the Pledgor and shall be
forthwith  delivered  to the  Secured  Party in the same form as so  received or
held, with any necessary indorsements,  provided that cash payments,  dividends,
or  distributions  received  by the  Pledgor,  may be retained by the Pledgor in
accordance  with Section 4(a) and used in the ordinary  course of the  Pledgor's
business.

     (e) If at any time, and from time to time,  any  Collateral  consists of an
uncertificated security or a security in book entry form, then the Pledgor shall
immediately  cause such Collateral to be registered or entered,  as the case may
be, in the name of the Secured  Party,  or otherwise  cause the Secured  Party's
security interest thereon to be perfected in accordance with applicable law.

     (f)  Concurrently  with the execution and delivery of this  Agreement,  the
Pledgor  shall  deliver  to the  Secured  Party  an  acknowledgment  in the form
attached hereto as Exhibit 3(f) (each an "Issuer Acknowledgement") duly executed
by each Issuer.

                                      -4-
<PAGE>

4. Voting Rights; Payments, Dividends, and Distributions.

     (a) So  long  as no  Event  of  Default  (after  taking  into  account  any
applicable  grace or cure period)  shall have  occurred and be  continuing,  the
Pledgor  shall be entitled to exercise  any and all voting and other  consensual
rights  pertaining  to the  Collateral  or any part  thereof for any purpose not
inconsistent  with the  terms of the Loan  Documents  and shall be  entitled  to
receive  and retain  any cash  payments,  dividends,  or  distributions  paid or
distributed in respect of the Collateral.

     (b) Upon the occurrence  and during the  continuance of an Event of Default
(after taking into account any applicable  grace or cure period),  all rights of
the Pledgor to exercise  the voting and other  consensual  rights or receive and
retain cash payments,  dividends,  or  distributions  that it would otherwise be
entitled to exercise or receive and retain,  as  applicable  pursuant to Section
4(a),  shall cease,  and all such rights shall  thereupon  become  vested in the
Secured Party,  who shall  thereupon have the sole right to exercise such voting
or other  consensual  rights  and to  receive  and  retain  such cash  payments,
dividends, and distributions. The Pledgor shall execute and deliver (or cause to
be  executed  and  delivered)  to the Secured  Party all such  proxies and other
instruments  as the  Secured  Party may  reasonably  request  for the purpose of
enabling  the Secured  Party to exercise  the voting and other rights that it is
entitled to exercise and to receive the payments,  dividends,  and distributions
that it is entitled to receive and retain pursuant to the preceding sentence.

5. Representations and Warranties.

     The Pledgor represents, warrants, and covenants as follows:

     (a) The Pledgor has taken all steps it deems necessary or appropriate to be
informed on a continuing  basis of changes or potential  changes  affecting  the
Collateral  (including  rights of conversion and exchange,  rights to subscribe,
payment of dividends,  reorganizations  or  recapitalization,  tender offers and
voting and registration  rights),  and the Pledgor agrees that the Secured Party
shall have no  responsibility or liability for informing the Pledgor of any such
changes or  potential  changes or for taking any action or  omitting to take any
action with respect thereto.

     (b) The Pledgor is a Registered  Organization,  organized under the laws of
the State of Maryland.

     (c) All  information  herein or hereafter  supplied to the Secured Party or
any  Lender  by or on behalf of the  Pledgor  in  writing  with  respect  to the
Collateral  is,  or in the  case of  information  hereafter  supplied  will  be,
accurate and complete in all material respects.

     (d) The Pledgor is and will be the sole legal and  beneficial  owner of the
Collateral (including the Pledged Interests and all other Collateral acquired by
the Pledgor after the date hereof) free and clear of any adverse claim, Lien, or
other right,  title, or interest of any party,  other than the Liens in favor of
the Secured Party.

     (e) This  Agreement,  and the delivery to the Secured  Party of the Pledged
Interests  representing  Collateral  (or the control  agreements  referred to in
Section 3(c)), creates a valid, perfected,  and first priority security interest

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<PAGE>

in 100% of the Pledged  Interests in favor of the Secured Party securing payment
of the Secured Obligations, and all actions necessary to achieve such perfection
have been duly taken.

     (f) Schedule 1 is true and correct and  complete in all material  respects.
Without  limiting the  generality of the  foregoing:  (i) except as set forth in
Schedule 1, all the Pledged  Interests are in certificated  form, and, except to
the extent  registered in the name of the Secured Party or its nominee  pursuant
to the provisions of this Agreement,  are registered in the name of the Pledgor;
and (ii) the Pledged Interests as to each of the Issuers constitute at least the
percentage of all the fully  diluted  issued and  outstanding  Interests of such
Issuer as set forth in Schedule 1.

     (g) There are no presently  existing Future Rights or Proceeds owned by the
Pledgor.

     (h) The Pledged  Interests have been duly authorized and validly issued and
are fully paid and nonassessable.

     (i) Neither the pledge of the Collateral pursuant to this Agreement nor the
extensions of credit represented by the Secured Obligations  violates Regulation
T, U or X of the Board of Governors of the Federal Reserve System.

6. Further Assurances.

     (a) The  Pledgor  agrees  that from  time to time,  at the  expense  of the
Pledgor,  the Pledgor will promptly execute and deliver all further  instruments
and  documents,  and take all further action that may be necessary or reasonably
desirable, or that the Secured Party may reasonably request, in order to perfect
and protect any security  interest  granted or purported to be granted hereby or
to enable the  Secured  Party to exercise  and  enforce its rights and  remedies
hereunder with respect to any Collateral. Without limiting the generality of the
foregoing,  the Pledgor  will:  (i) at the request of the  Secured  Party,  mark
conspicuously each of its records pertaining to the Collateral with a legend, in
form and substance reasonably satisfactory to the Secured Party, indicating that
such Collateral is subject to the security interest granted hereby; (ii) execute
any such instruments or notices, as may be necessary or reasonably desirable, or
as the Secured Party may  reasonably  request,  in order to perfect and preserve
the first priority security interests granted or purported to be granted hereby;
(iii)  allow  inspection  of the  Collateral  by the  Secured  Party or  Persons
designated  by the  Secured  Party;  and (iv) appear in and defend any action or
proceeding  that  may  affect  the  Pledgor's  title to or the  Secured  Party's
security interest in the Collateral.

     (b) The Pledgor  hereby  authorizes  the Secured  Party to file one or more
financing or continuation statements, and amendments thereto, relative to all or
any part of the Collateral.  A carbon,  photographic,  or other  reproduction of
this  Agreement or any financing  statement  covering the Collateral or any part
thereof shall be sufficient as a financing statement where permitted by law.

     (c) The Pledgor will furnish to the Secured Party,  upon the request of the
Secured  Party:  (i) a  certificate  executed  by an  authorized  officer of the
Pledgor, and dated as of the date of delivery to the Secured Party, itemizing in
such detail as the Secured Party may reasonably request, the Collateral that, as

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<PAGE>

of the date of such certificate,  has been delivered to the Secured Party by the
Pledgor  pursuant to the provisions of this Agreement;  and (ii) such statements
and schedules  further  identifying and describing the Collateral and such other
reports in connection  with the  Collateral as the Secured Party may  reasonably
request.

7. Covenants of the Pledgor.

     The Pledgor shall:

     (a)  neither  change its  jurisdiction  of  organization  nor cease to be a
Registered Organization, in each case, without giving the Secured Party at least
30 days prior written notice thereof;

     (b) to the extent it may  lawfully do so, use  diligent  efforts to prevent
the Issuers from issuing  Future Rights or Proceeds,  except for cash  dividends
and other distributions to be paid by any Issuer to the Pledgor; and

     (c) upon receipt by the Pledgor of any material  notice,  report,  or other
communication from any of the Issuers or any Other Holder, in each case relating
to all or any part of the  Collateral,  deliver  such  notice,  report  or other
communication to the Secured Party as soon as practicable, but in no event later
than five Business Days following the receipt thereof by the Pledgor.

8. The Secured Party as the Pledgor's Attorney-in-Fact.

     (a) The  Pledgor  hereby  irrevocably  appoints  the  Secured  Party as the
Pledgor's  attorney-in-fact,  with full  authority in the place and stead of the
Pledgor and in the name of the Pledgor,  the Secured  Party or  otherwise,  from
time to time at the  Secured  Party's  discretion,  to take  any  action  and to
execute any instrument  that the Secured Party may reasonably  deem necessary or
advisable to accomplish the purposes of this Agreement,  including: (i) upon the
occurrence and during the  continuance of an Event of Default (after taking into
account any applicable grace or cure period), to receive,  indorse,  and collect
all instruments made payable to the Pledgor representing any dividend,  interest
or principal payment,  or other distribution in respect of the Collateral or any
part thereof to the extent  permitted  hereunder and to give full  discharge for
the same and to execute and file governmental notifications and reporting forms;
(ii) to enter into any  control  agreements  the Secured  Party deems  necessary
pursuant to Section  3(c);  or (iii) subject to Section 9(d), to arrange for the
transfer  of the  Collateral  on the  books of any of the  Issuers  or any other
Person to the name of the Secured  Party or to the name of the  Secured  Party's
nominee.

     (b) In addition to the  designation  of the Secured  Party as the Pledgor's
attorney-in-fact  in Section 8(a), the Pledgor hereby  irrevocably  appoints the
Secured  Party as the  Pledgor's  Secured  Party and  attorney-in-fact  to make,
execute and deliver any and all  documents and writings that may be necessary or
appropriate,  subject to Section  9(d),  for approval of, or be required by, any
regulatory  authority  located in any city,  county,  state or country where the
Pledgor or any of the Issuers  engages in  business,  in order to transfer or to
more effectively  transfer any of the Pledged Interests or otherwise enforce the
Secured Party's rights hereunder.

                                      -7-
<PAGE>

9. Remedies upon Default.

     Upon the  occurrence  and  during  the  continuance  of an Event of Default
(after taking into account any applicable grace or cure period):

     (a) The  Secured  Party may  exercise  in  respect  of the  Collateral,  in
addition to other rights and remedies provided for herein or otherwise available
to it, all the rights and remedies of a secured  party on default  under the UCC
(irrespective  of whether the UCC applies to the affected items of  Collateral),
and the Secured Party may also without notice  (except as specified  below) sell
the  Collateral  or any part thereof in one or more parcels at public or private
sale, at any exchange,  broker's board or at any of the Secured  Party's offices
or elsewhere,  for cash, on credit or for future delivery, at such time or times
and at such price or prices and upon such other terms as the  Secured  Party may
deem  commercially  reasonable,  irrespective of the impact of any such sales on
the  market  price  of  the  Collateral.  To the  maximum  extent  permitted  by
applicable  law, the Secured  Party or any Lender may be the purchaser of any or
all of the Collateral at any such sale and shall be entitled, for the purpose of
bidding and making  settlement  or payment of the purchase  price for all or any
portion of the Collateral  sold at any such public sale, to use and apply all or
any part of the Secured Obligations as a credit on account of the purchase price
of any  Collateral  payable at such sale.  Each purchaser at any such sale shall
hold the property  sold  absolutely  free from any claim or right on the part of
the Pledgor,  and,  subject to Section 9(d),  the Pledgor  hereby waives (to the
extent  permitted by law) all rights of  redemption,  stay, or appraisal that it
now has or may at any time in the  future  have under any rule of law or statute
now existing or hereafter enacted. The Pledgor agrees that, to the extent notice
of sale shall be  required  by law,  at least ten  calendar  days  notice to the
Pledgor  of the time and  place of any  public  sale or the time  after  which a
private sale is to be made shall constitute reasonable notification. The Secured
Party shall not be obligated to make any sale of Collateral regardless of notice
of sale having been  given.  The Secured  Party may adjourn any public sale from
time to time by announcement at the time and place fixed therefor, and such sale
may, without further notice, be made at the announced time and place to which it
was so adjourned.

     (b) The Pledgor hereby  acknowledges  that the sale by the Secured Party of
any  Collateral  pursuant to the terms hereof in compliance  with the Securities
Act of 1933 as now in effect or as  hereafter  amended,  or any similar  statute
hereafter adopted with similar purpose or effect (the "Securities Act"), as well
as applicable  "blue sky" or other state  securities  laws,  may require  strict
limitations  as to the  manner  in which  the  Secured  Party or any  subsequent
transferee of the Collateral may dispose thereof.  The Pledgor  acknowledges and
agrees that in order to protect the Secured Party's interest it may be necessary
to sell the  Collateral at a price less than the maximum  price  attainable if a
sale were  delayed or were made in  another  manner,  such as a public  offering
under the Securities Act. The Pledgor agrees that, subject to Section 9(d), upon
the occurrence and during the  continuation of an Event of Default (after taking
into  account any  applicable  grace or cure  period),  the  Secured  Party may,
subject to applicable  law, from time to time attempt to sell all or any part of
the Collateral by a private  placement,  restricting the bidders and prospective
purchasers to those who will  represent and agree that they are  purchasing  for
investment  only and not for  distribution.  In so doing,  the Secured Party may
solicit  offers to buy the  Collateral  or any part  thereof  for  cash,  from a
limited  number of  investors  reasonably  believed by the  Secured  Party to be
institutional investors or other accredited investors who might be interested in

                                      -8-
<PAGE>

purchasing the Collateral.  If the Secured Party shall solicit such offers, then
the acceptance by the Secured Party of one of the offers shall be deemed to be a
commercially reasonable method of disposition of the Collateral.

     (c) If the Secured Party shall  determine to exercise its right to sell all
or any portion of the  Collateral  pursuant to this Section,  the Pledgor agrees
that, upon request of the Secured Party, the Pledgor will, at its own expense:

          (i) use diligent efforts to execute and deliver, and cause the Issuers
     and the officers,  directors,  managers,  partners,  agents and  authorized
     representatives  thereof to execute and deliver,  all such  instruments and
     documents, and to do or cause to be done all such other acts and things, as
     may be  necessary  or, in the opinion of the Secured  Party,  advisable  to
     register such Collateral under the provisions of the Securities Act, and to
     cause the registration  statement  relating thereto to become effective and
     to remain  effective for such period as prospectuses are required by law to
     be furnished, and to make all amendments and supplements thereto and to the
     related  prospectuses  that,  in the  opinion  of the  Secured  Party,  are
     necessary or advisable,  all in  conformity  with the  requirements  of the
     Securities Act and the rules and regulations of the Securities and Exchange
     Commission applicable thereto;

          (ii) use diligent  efforts to qualify the  Collateral  under the state
     securities laws or "blue sky" laws and to obtain all necessary governmental
     approvals for the sale of the  Collateral,  as reasonably  requested by the
     Secured Party;

          (iii) cause the Issuers to make available to their respective security
     holders,  as soon as practicable,  an earnings  statement that will satisfy
     the provisions of section 11(a) of the Securities Act;

          (iv) execute and deliver, or cause the officers, directors,  managers,
     partners,  agents and authorized  representatives of the Issuers to execute
     and  deliver,  to any Person as the Secured  Party may choose,  any and all
     documents and writings that, in the Secured  Party's  reasonable  judgment,
     may be  necessary  or  appropriate  for  approval,  or be required  by, any
     regulatory  authority located in any city,  county,  state or country where
     the Pledgor or the Issuers  engage in business,  in order to transfer or to
     more effectively  transfer the Pledged  Interests or otherwise  enforce the
     Secured Party's rights hereunder; and

          (v) do or cause to be done all such  other  acts and  things as may be
     necessary to make such sale of the Collateral or any part thereof valid and
     binding and in compliance with applicable law.

     The  Pledgor  acknowledges  that  there is no  adequate  remedy  at law for
failure  by it to  comply  with the  provisions  of this  Section  and that such
failure would not be adequately  compensable  in damages,  and therefore  agrees
that its agreements contained in this Section may be specifically enforced.

(d)  Notwithstanding  the  foregoing  provisions of this Section 9, or any other
provisions  of this  Agreement  or any other Loan  Document,  the Secured  Party
agrees to refrain from  exercising its remedies set forth in this Section 9 with
respect to the Collateral, including the right to sell or otherwise transfer the

-9-
<PAGE>

Collateral,  under the circumstances and for the periods of time specified below
in this Section 9(d):

     (i) Upon the occurrence of and during the  continuance of any Curable Lease
Default (as defined in the Assignment of Leases and Rents), if the Borrowers are
not otherwise in default under the Loan Documents beyond any applicable grace or
cure period,  Secured Party shall provide Pledgor a period of up to 90 days from
the  occurrence of such Curable Lease Default to cure such Curable Lease Default
or prepay or pay the Loans and all other Secured Obligations in full, but not in
part, prior to Secured Party  exercising any remedies  specified in this Section
9; and

     (ii) Upon the  occurrence of and during the  continuance of any other Event
of Default  (after  taking into account any  applicable  grace or cure  period),
other than an Event of Default of the type  described in Sections 8.1 (a) or (b)
of the Loan Agreement,  Secured Party shall provide Pledgor a period of up to 90
Day from the  occurrence  of such Event of Default to cure such Event of Default
or prepay or pay the Loans and all other Secured Obligations in full, but not in
part, prior to Secured Party  exercising any remedies  specified in this Section
9, provided that Secured Party shall  determine in its sole discretion that such
delay in exercising such remedies will not prejudice  Secured Party's ability to
collect  the  Loans and the  other  Secured  Obligations  or to  realize  on the
Collateral  following such delay or result in any diminution in the value of the
Collateral.



     (e) THE PLEDGOR  EXPRESSLY  WAIVES TO THE MAXIMUM EXTENT  PERMITTED BY LAW:
(i) ANY  CONSTITUTIONAL  OR OTHER RIGHT TO A JUDICIAL  HEARING PRIOR TO THE TIME
THE SECURED PARTY  DISPOSES OF ALL OR ANY PART OF THE  COLLATERAL AS PROVIDED IN
THIS SECTION 9; (ii) ALL RIGHTS OF  REDEMPTION,  STAY, OR APPRAISAL  THAT IT NOW
HAS OR MAY AT ANY TIME IN THE FUTURE  HAVE UNDER ANY RULE OF LAW OR STATUTE  NOW
EXISTING OR HEREAFTER  ENACTED;  AND (iii) EXCEPT AS SET FORTH IN SUBSECTION (a)
OF THIS SECTION 9, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE.

10.  Application of Proceeds.

     Upon the occurrence and during the continuance of an Event of Default,  any
cash held by the Secured Party as Collateral  and all cash Proceeds  received by
the  Secured  Party  in  respect  of any  sale  of,  collection  from,  or other
realization  upon all or any part of the Collateral  pursuant to the exercise by
the Secured Party of its remedies as a secured creditor as provided in Section 9
shall be applied from time to time by the Secured  Party as follows:  first,  to
the  payment  of the  Secured  Party's  and the  Lenders'  reasonable  costs and
expenses in connection with the Collateral, including reasonable attorneys' fees
and legal expenses;  second, to the payment of all other Secured  Obligations in
such manner as the Required Lenders may deem advisable;  and third, the balance,
if any, to or at the  direction of the Pledgor.  The Pledgor shall remain liable
for any deficiency.

                                      -10-
<PAGE>

11. Indemnity and Expenses.

     The Pledgor agrees:

     (a) To indemnify  and hold  harmless the Secured  Party and each Lender and
each of their  respective  officers,  directors,  managers,  employees,  agents,
professional  advisors  and  affiliates  from and  against  any and all  claims,
damages,  demands,  losses,  obligations,  judgments and liabilities  (including
reasonable  attorneys'  fees  and  expenses)  in any  way  arising  out of or in
connection with this Agreement or the Secured Obligations,  except to the extent
the same shall arise as a result of the gross  negligence or willful  misconduct
of the party seeking to be indemnified; and

     (b) To pay and  reimburse  the costs and expenses of the Secured  Party and
the Lenders referred to in Section 9.2 of the Loan Agreement.

12. Duties of the Secured Party.

     The powers  conferred on the Secured Party  hereunder are solely to protect
its interests in the  Collateral and shall not impose on it any duty to exercise
such powers.  Except as provided in Section  9-207 of the UCC, the Secured Party
shall have no duty with  respect to the  Collateral  or any  responsibility  for
taking any steps  necessary or advisable to preserve  rights against any Persons
with respect to any Collateral.

13. Amendments; etc.

     No amendment or waiver of any  provision of this  Agreement  nor consent to
any departure by the Pledgor herefrom shall in any event be effective unless the
same shall be in writing and signed by the Secured Party and consented to by the
Required Lenders, and then such waiver or consent shall be effective only in the
specific  instance and for the specific  purpose for which given.  No failure on
the part of the Secured Party to exercise,  and no delay in exercising any right
under this Agreement,  any other Loan Document, or otherwise with respect to any
of the Secured  Obligations,  shall operate as a waiver  thereof;  nor shall any
single or partial  exercise  of any right under this  Agreement,  any other Loan
Document,  or otherwise with respect to any of the Secured Obligations  preclude
any other or further  exercise  thereof or the exercise of any other right.  The
remedies  provided for in this Agreement or otherwise with respect to any of the
Secured Obligations are cumulative and not exclusive of any remedies provided by
law.

                                      -11-
<PAGE>

14. Continuing Security Interest.

         This Agreement shall create a continuing security interest in the
Collateral and shall remain in full force and effect until the indefeasible
     payment in full of the Secured Obligations, including the full and final
termination of any commitment to extend any financial accommodations under the
Loan Agreement. Upon the indefeasible payment in full of the Secured
Obligations, including the full and final termination of any commitment to
extend any financial accommodations under the Loan Agreement, the security
interests granted herein shall automatically terminate and all rights to the
Collateral shall revert to the Pledgor. Upon any such termination, the Secured
Party will, at the Pledgor's expense, execute and deliver to the Pledgor such
documents as the Pledgor shall reasonably request to evidence such termination.
Such documents shall be prepared by the Pledgor and shall be in form and
substance reasonably satisfactory to the Secured Party.

15. Security Interest Absolute.

     To the maximum  extent  permitted by law, all rights of the Secured  Party,
all security interests hereunder, and all obligations of the Pledgor
hereunder, shall be absolute and unconditional irrespective of:

     (a) any lack of validity or  enforceability  of any agreement or instrument
relating to any of the Secured Obligations, including any of the Loan Documents;

     (b) any change in the time, manner, or place of payment of, or in any other
term of, all or any of the Secured Obligations, or any other amendment or waiver
of or any consent to any departure from any of the Loan Documents,  or any other
agreement or instrument relating thereto;

     (c) any exchange,  release,  or non-perfection of any other collateral,  or
any release or amendment or waiver of or consent to departure  from any guaranty
for all or any of the Secured Obligations; or

     (d) any other  circumstances  that  might  otherwise  constitute  a defense
available to, or a discharge of, the Pledgor.

16. Waiver of Marshaling.

     Each of the Pledgor and the Secured Party  acknowledges  and agrees that in
exercising  any rights  under or with  respect to the  Collateral,  the  Secured
Party:  (a) is under no  obligation to marshal any  Collateral;  (b) may, in its
absolute discretion,  realize upon the Collateral in any order and in any manner
it so elects; and (c) may, in its absolute discretion, apply the proceeds of any
or all of the  Collateral  to the  Secured  Obligations  in any order and in any
manner it so  elects.  The  Pledgor  and the  Secured  Party  waive any right to
require the marshaling of any of the Collateral.

                                      -12-
<PAGE>

17. Miscellaneous.

     (a) Notices.

     All notices and  communications  provided for hereunder shall be in writing
and sent (i) by telecopy if the sender on the same day sends a  confirming  copy
of such notice by a recognized overnight delivery service (charges prepaid),  or
(ii) by  registered or certified  mail with return  receipt  requested  (postage
prepaid),  or (iii) by a recognized  overnight  delivery  service  (with charges
prepaid). Any such notice or must be sent:

          (i) if to the Pledgor, to GTJ REIT, Inc., 444 Merrick Road,  Lynbrook,
     NY 11563, Attention: President, Telecopy No. (516) 887-2029, with a copy to
     Ruskin Moscou Faltischek,  P.C., 1425 RexCorp Plaza, Uniondale, N.Y. 11556,
     Attention:  Stuart M. Sieger, Esq., or at such other address as the Pledgor
     shall have specified to each other party hereto in writing; or

          (ii) if to the Secured Party, to the address of each Lender  specified
     for such purpose in the Loan Agreement (taking into account, as applicable,
     Section  9.12 of the  Loan  Agreement),  or at such  other  address  as the
     Secured Party shall have specified to each of the other parties to the Loan
     Documents in writing.

     Notices  under this Section  17(a) will be deemed given only when  actually
received.

     (b) Successors and Assigns.

     All covenants  and other  agreements  contained in this  Agreement by or on
behalf  of any of the  parties  hereto  bind and inure to the  benefit  of their
respective  successors and assigns (including any successor to the Secured Party
under the Loan Documents) whether so expressed or not.

     (c) Severability.

     Any provision of this Agreement that is prohibited or  unenforceable in any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or   unenforceability  in  any
jurisdiction  shall (to the full  extent  permitted  by law) not  invalidate  or
render unenforceable such provision in any other jurisdiction.

     (d) Construction.

     In this  Agreement,  unless  a clear  contrary  intention  appears  (i) the
singular number includes the plural number and vice versa; (ii) reference to any
gender includes each other gender; (iii) reference to any agreement, document or
instrument  means such agreement,  document or instrument as amended or modified
and in effect from time to time in accordance  with the terms thereof;  (iv) any
reference  herein to any Person  shall be  construed  to include  such  Person's
successors  and assigns or, if such Person is an  individual,  to such  Person's
heirs, legal representatives and assigns; (v) references to Sections,  Schedules
or  Exhibits  refer  to the  Sections,  Schedules  and  Exhibits  of or to  this
Agreement and "hereunder," "hereof," "hereto," and words of similar import shall

                                      -13-
<PAGE>

be deemed  references  to this  Agreement  as a whole and not to any  particular
Section or other provision  hereof;  (vi) "including" and "include" do not limit
the generality of any description preceding such term; (vii) "or" is used in the
inclusive sense of "and/or"; and (viii) references to documents,  instruments or
agreements shall be deemed to refer as well to all addenda, exhibits, schedules,
supplements or amendments thereto. Each covenant contained in the Loan Documents
shall  be  construed  (absent  express  provision  to  the  contrary)  as  being
independent  of each other  covenant  contained in the Loan  Documents,  so that
compliance  with any one  covenant  shall not (absent  such an express  contrary
provision) be deemed to excuse  compliance  with any other  covenant.  Where any
provision in any Loan  Document  refers to action to be taken by any Person,  or
that such Person is prohibited  from taking,  such provision shall be applicable
whether such action is taken directly or indirectly by such Person.

     (e) Counterparts; Execution and Delivery by Facsimile or E-mail.

     This Agreement may be executed in any number of counterparts, each of which
shall be an original but all of which together shall  constitute one instrument.
Each  counterpart may consist of a number of copies hereof,  each signed by less
than all,  but  together  signed by all, of the parties  hereto.  Delivery of an
executed  counterpart  of this Agreement by facsimile or by e-mail of a PDF file
or similar electronic image file shall be equally as effective as delivery of an
original  executed  counterpart  of this  Agreement.  Any  party  delivering  an
executed  counterpart  of this  Agreement  by  facsimile or by e-mail also shall
deliver an original executed  counterpart of this Agreement,  but the failure to
deliver  an  original  executed  counterpart  shall  not  affect  the  validity,
enforceability, or binding effect hereof.

     (f) Waiver of Jury Trial.

     EACH  PARTY  HERETO  HEREBY  IRREVOCABLY,   KNOWINGLY,   VOLUNTARILY,   AND
INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION  BASED HEREON,  OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
AGREEMENT,  OR ANY COURSE OF CONDUCT,  COURSE OF DEALING OR STATEMENTS  (WHETHER
ORAL OR  WRITTEN)  RELATING  TO THE  FOREGOING.  THIS  PROVISION  IS A  MATERIAL
INDUCEMENT  FOR THE PARTIES TO ENTER INTO THIS  AGREEMENT AND FOR THE LENDERS TO
ENTER INTO THE LOAN AGREEMENT.

     (g) Governing Law.

     This Agreement shall be construed and enforced in accordance  with, and the
rights of the  parties  shall be  governed  by, the law of the State of New York
excluding  choice-of-law  principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.

     ANY LEGAL ACTION OR PROCEEDING  WITH RESPECT TO THIS  AGREEMENT OR THE LOAN
DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED
STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, EACH PLEDGOR SUBMITS TO THE NON-EXCLUSIVE  JURISDICTION OF THOSE
COURTS. EACH PLEDGOR  IRREVOCABLY WAIVES ANY OBJECTION,  INCLUDING ANY OBJECTION

                                      -14-
<PAGE>

TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS,  THAT IT
MAY NOW OR HEREAFTER  HAVE TO THE BRINGING OF ANY ACTION OR  PROCEEDING  IN SUCH
JURISDICTION  IN  RESPECT  OF ANY OF THE LOAN  DOCUMENTS  OR ANY OTHER  DOCUMENT
RELATED THERETO,  INCLUDING THIS AGREEMENT. EACH PLEDGOR WAIVES PERSONAL SERVICE
OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS
PERMITTED BY THE LAW OF SUCH STATE.

      [Remainder of page intentionally left blank; signature page follows]

                                      -15-

<PAGE>

     IN WITNESS WHEREOF,  the Pledgor has executed this Agreement as of the date
first written above.

Pledgor:                                        GTJ REIT, INC.



                                                By:____________________________
                                                Name:
                                                Title:









                 Signature Page to Pledge and Security Agreement

<PAGE>

                                                                     Schedule 1
                                                                     ----------

                                Pledged Interests

                         Name of Pledgor: GTJ REIT, INC.


 Issuer          Type of Entity and
                  Jurisdiction of
                   Organization or
                      Type of                                   Certified/
                    Arrangement         Pledged Interest        Uncertified









<PAGE>


41738944.6

                                                                    Exhibit 3(a)
                                                                    ------------

                        {FORM OF INDORSEMENT CERTIFICATE}

     FOR VALUE RECEIVED,  the undersigned does hereby sell,  assign and transfer
unto ______________________________,  {_______________________ (________) shares
of the __________ Stock of} {a  _____________________  percent (____%) ownership
interest  in}  {_______________________  (________)  units  of the  ____________
partnership  interests  in} {modify  preceding as  appropriate}  (the  "Issuer")
standing in the  undersigned's  name on the books of the Issuer  represented  by
Certificate  No(s).  ___________,  and does hereby  irrevocably  constitute  and
appoint   as  the   undersigned's   attorney-in-fact   to   transfer   the  said
_________________  on the books of the Issuer with full power of substitution in
the premises.

Date:_______________________


GTJ REIT, INC.



By:__________________________
     Name:
     Title:



<PAGE>


                                                                   Exhibit 3(f)
                                                                   ------------

                        [FORM OF ISSUER ACKNOWLEDGEMENT]

                             Issuer Acknowledgement
                             ----------------------




                                              {Date}
{Name and address of Secured Party}

     Reference  is  made  to the  Pledge  and  Security  Agreement  dated  as of
{______________,  2007} (the "Pledge Agreement"),  by GTJ REIT, INC., a Maryland
corporation  (the  "Pledgor"),  in favor of ING USA ANNUITY  AND LIFE  INSURANCE
COMPANY,  ING LIFE  INSURANCE  AND ANNUITY  COMPANY,  RELIASTAR  LIFE  INSURANCE
COMPANY,  and  SECURITY  LIFE OF  DENVER  INSURANCE  COMPANY  (individually  and
collectively, the "Secured Party"). This Issuer Acknowledgement relates to those
Interests  (the  "Pledged  Interests")  in the  entities  listed on  Schedule  I
attached hereto (each, an "Issuer").  Each Issuer hereby  acknowledges  that the
Pledged  Interest in such Issuer has been  pledged by the Pledgor to the Secured
Party in accordance with the Pledge Agreement. Capitalized terms used herein and
not otherwise defined are sued as defined in the Pledge Agreement.

     Each  Issuer  agrees  that,  in the event that the  Pledged  Interest  with
respect to such Issuer should be determined to be a security (within the meaning
of Sections  8-102(a)(15)  and 8-103 of the UCC), and for purposes of perfecting
the security interest of the Secured Party therein:

     On the date hereof, the owner of the Pledged Interest in such Issuer is the
Pledgor.

     The registered pledgees of the Pledged Interests are:

     {Insert name and address of secured parties}

      {Remainder of page intentionally left blank; signature page follows}














                                       1
<PAGE>


     IN WITNESS  WHEREOF,  each of the  undersigned  Issuers has  executed  this
Issuer Acknowledgment as of the date first written above.

{ISSUER}                                   {ISSUER}



By:____________________________            By:____________________________
   Name:                                      Name:
   Title:                                     Title:


{ISSUER}


By:____________________________
   Name:
   Title:













                                       2
<PAGE>

                                   SCHEDULE I
                                       TO
                             ISSUER ACKNOWLEDGEMENT

                                Pledged Interests
                                -----------------


                 Issuer                          Pledged Interest





















                                       3