EXHIBIT
      10.19

     

    PROMISSORY
      NOTE

     

    
      	 $52,000,000.00	
               June
                30,
                2006

            


    

     

     

    FOR
      VALUE
      RECEIVED, SCOTSDALE
      MI LLC (“Scotsdale”),
      CARRIAGE
      PARK MI LLC (“Carriage
      Park”),MACOMB
      MANOR MI LLC
      (“Macomb
      Manor”), and CARRIAGE
      HILL MI LLC (“Carriage
      Hill”), each
      a
      Delaware limited liability company, having its principal place of business
      c/o
      Lightstone Holdings LLC, 326 Third Street, Lakewood, New Jersey
      08701 (hereinafter
      collectively referred to as the
      “Borrower”;
      references herein to the Borrower unless otherwise specifically stated, shall
      also mean and refer to each and every one of Scotsdale, Carriage Park, Macomb
      Manor and Carriage Hill, jointly and severally),
      as
      maker, hereby unconditionally promises to pay to the order of CITIGROUP
      GLOBAL MARKETS REALTY CORP.,
      a New
      York corporation,
      as
      lender, having an address at 388
      Greenwich Street, 19th
      Floor,
      New York, New York 10013
      (“Lender”),
      or at
      such other place as the holder hereof may from time to time designate in
      writing, the principal sum of FIFTY-TWO MILLION AND NO/100 DOLLARS
      ($52,000,000.00), or so much thereof as is advanced, in lawful money of the
      United States of America, with interest thereon to be computed from the date
      of
      this Note at the Interest Rate, and to be paid in accordance with the terms
      of
      this Note and that certain Loan and Security Agreement dated the date hereof
      between Borrower and Lender (as amended, restated, supplemented or otherwise
      modified from time to time, the “Loan
      Agreement”).
      All
      capitalized terms not defined herein shall have the respective meanings set
      forth in the Loan Agreement. 

     

    ARTICLE
      1: PAYMENT TERMS

     

    Borrower
      agrees to pay the principal sum of this Promissory Note (the “Note”)
      and
      interest on the unpaid principal sum of this Note from time to time outstanding
      at the rates and at the times specified in Article
      II
      of the
      Loan Agreement and the outstanding balance of the principal sum of this Note
      and
      all accrued and unpaid interest thereon shall be due and payable on the Maturity
      Date. 

     

    ARTICLE
      2: DEFAULT AND ACCELERATION

     

    The
      Loan
      shall without notice (except as provided in the Loan Agreement) become
      immediately due and payable at the option of Lender (except as otherwise set
      forth in Article
      VIII
      of the
      Loan Agreement) if any payment required in this Note is not paid on or prior
      to
      the date when due or if not paid on the Maturity Date or on the happening of
      any
      other Event of Default.

     

    ARTICLE
      3: LOAN DOCUMENTS

     

    This
      Note
      is being executed and delivered pursuant to the Loan Agreement and is secured
      by, among other things, those
      certain Mortgages,
      Assignment of Leases and Rents, Security Agreement and Fixture Filings, each
      dated as of the date hereof (collectively, the “Instrument”)
      executed by Borrower, encumbering each Borrower’s fee simple interest in and to
      certain real properties and improvements, as more particularly described therein
      (collectively, the “Property”),
      those
      certain Assignments of Leases and Rents, each dated as of the date hereof
      (collectively, the “Assignment
      of Leases”),
      executed by each Borrower and all other Loan Documents. All of the terms,
      covenants and conditions contained in the Loan Agreement, the Instrument, the
      Assignment of Leases and the other Loan Documents are hereby made part of this
      Note to the same extent and with the same force as if they were fully set forth
      herein. In the event of a conflict or inconsistency between the terms of this
      Note and the Loan Agreement, the Instrument, the Assignment of Leases or the
      other Loan Documents, the terms and provisions of the Loan Agreement shall
      govern.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    ARTICLE
      4: SAVINGS CLAUSE

     

    Notwithstanding
      anything to the contrary, (a) all agreements and communications between Borrower
      and Lender are hereby and shall automatically be limited so that, after taking
      into account all amounts deemed interest, the interest contracted for, charged
      or received by Lender shall never exceed the maximum lawful rate or amount,
      (b)
      in calculating whether any interest exceeds the lawful maximum, all such
      interest shall be amortized, prorated, allocated and spread over the full amount
      and term of all principal indebtedness of Borrower to Lender, and (c) if through
      any contingency or event, Lender receives or is deemed to receive interest
      in
      excess of the lawful maximum, any such excess shall be deemed to have been
      applied toward payment of the principal of any and all then outstanding
      indebtedness of Borrower to Lender, or if there is no such indebtedness, shall
      promptly be returned to Borrower.

     

    ARTICLE
      5: NO ORAL CHANGE

     

    This
      Note
      may not be modified, amended, waived, extended, changed, discharged or
      terminated orally or by any act or failure to act on the part of Borrower or
      Lender, but only by an agreement in writing signed by the party against whom
      enforcement of any modification, amendment, waiver, extension, change, discharge
      or termination is sought.

     

    ARTICLE
      6: WAIVERS

     

    Borrower
      and all others who may become liable for the payment of all or any part of
      the
      Loan do hereby severally waive presentment and demand for payment, notice of
      dishonor, notice of intention to accelerate, notice of acceleration, protest
      and
      notice of protest and non-payment and all other notices of any kind except
      those
      expressly required by a Loan Document. No release of any security for the Loan
      or extension of time for payment of this Note or any installment hereof, and
      no
      alteration, amendment or waiver of any provision of this Note, the Loan
      Agreement, the Instrument, the Assignment of Leases or the other Loan Documents
      made by agreement between Lender or any other Person shall release, modify,
      amend, waive, extend, change, discharge, terminate or affect the liability
      of
      Borrower or any other Person who may become liable for the payment of all or
      any
      part of the Loan under this Note, the Loan Agreement, the Instrument, the
      Assignment of Leases or the other Loan Documents. No notice to or demand on
      Borrower shall be deemed to be a waiver of the obligation of Borrower or of
      the
      right of Lender to take further action without further notice or demand as
      provided for in this Note, the Loan Agreement, the Instrument, the Assignment
      of
      Leases or the other Loan Documents. If Borrower is a partnership or limited
      liability company, the agreements herein contained shall remain in force and
      be
      applicable, notwithstanding any changes in the individuals comprising the
      partnership or limited liability company and their partners or members, and
      the
      term “Borrower,” as used herein, shall include any alternate or successor
      partnership or limited liability company, but any predecessor partnership or
      limited liability company shall not thereby be released from any liability.
      If
      Borrower is a corporation, the agreements contained herein shall remain in
      full
      force and be applicable notwithstanding any changes in the shareholders
      comprising, or the officers and directors relating to, the corporation, and
      the
      term “Borrower,” as used herein, shall include any alternative or successor
      corporation, but any predecessor corporation shall not be relieved of liability
      hereunder. (Nothing in the foregoing sentence shall be construed as a consent
      to, or a waiver of, any prohibition or restriction on transfers of interests
      in
      such partnership, limited liability company or corporation, which may be set
      forth in the Loan Agreement or any other Loan Document.)


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      7: TRANSFER

     

    Upon
      the
      transfer of this Note, Lender may deliver all the collateral granted, pledged
      or
      assigned pursuant to the Loan Documents, or any part thereof, to the transferee
      who shall thereupon become vested with all the rights and obligations herein
      or
      under applicable law given to Lender with respect thereto, and Lender shall
      thereafter forever be relieved and fully discharged from any liability or
      responsibility in the matter; but Lender shall retain all rights and obligations
      hereby given to it with respect to any liabilities and the collateral not so
      transferred.

     

    ARTICLE
      8: EXCULPATION

     

    The
      provisions of Article
      XII
      of the
      Loan Agreement are hereby incorporated by reference into this Note to the same
      extent and with the same force as if fully set forth herein.

     

    ARTICLE
      9: GOVERNING LAW

     

    (A) 
      THIS NOTE AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND
      CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE
      TO
      CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF
      CONFLICT LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE
      FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY
      WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS
      NOTE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS OF THE STATE OF NEW YORK.

     

    (B) EACH
      OF BORROWER AND LENDER HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR
      FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK OR WITHIN
      THE COUNTY AND STATE IN WHICH THE PROPERTY IS LOCATED AND IRREVOCABLY AGREES
      THAT, SUBJECT TO LENDER’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR
      RELATING TO THIS NOTE OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH
      COURTS. BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH THE PROPERTY,
      GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID
      COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES
      TO
      BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS NOTE, SUCH
      OTHER LOAN DOCUMENTS OR SUCH OBLIGATION. NOTHING HEREIN SHALL AFFECT THE RIGHT
      TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE
RIGHT
      OF LENDER TO BRING PROCEEDINGS AGAINST ANY BORROWER PARTY IN THE COURTS OF
      ANY
      OTHER JURISDICTION.


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      10 :
      NOTICES

     

    All
      notices or other written communications hereunder shall be delivered in
      accordance with Section
      13.5
      of the
      Loan Agreement.

     

    [NO
      FURTHER TEXT ON THIS PAGE]

     


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF, this Note has been executed as of the date first above
      written.

     

    
      
         

        
          	 	
                  BORROWER: 

                
	 	 	 
	 	
                  SCOTSDALE
                    MI LLC,
                    a Delaware limited liability
                    company

                
	 
 	 	 
	 	By:  	LVP
                  Michigan Multifamily Portfolio LLC, a Delaware limited liability
                  company,
                  
	 	 	its sole Managing Member


        

         

        
          
            	 	 By:	/s/
                    David
                    Lichtenstein
	 	 Name:	David
                    Lichtenstein
	 	 Title:	President


          

           

          
             

            
              	 	 	 
	 	
                      CARRIAGE
                        PARK MI LLC,
                        a
                        Delaware limited liability company 

                    
	 
 	 	 
	 	By:  	LVP
                      Michigan Multifamily Portfolio LLC, a Delaware limited liability
                      company,
                      
	 	 	its sole Managing Member


            

             

            
              
                	 	 By:	/s/
                        David
                        Lichtenstein
	 	 Name:	David
                        Lichtenstein
	 	 Title:	President


              

               

            

          

          
            
               

              
                	 	 	 
	 	
                        MACOMB
                          MANOR MI LLC,
                          a
                          Delaware limited liability company 

                      
	 
 	 	 
	 	By:  	LVP
                        Michigan Multifamily Portfolio LLC, a Delaware limited liability
                        company,
                        
	 	 	its sole Managing Member


              

               

              
                
                  	 	 By:	/s/
                          David
                          Lichtenstein
	 	 Name:	David
                          Lichtenstein
	 	 Title:	President


                

                 

                
                   

                  
                    	 	 	 
	 	
                            CARRIAGE
                              HILL MI LLC,
                              a
                              Delaware limited liability company 

                          
	 
 	 	 
	 	By:  	LVP
                            Michigan Multifamily Portfolio LLC, a Delaware limited
                            liability company,
                            
	 	 	its sole Managing Member


                  

                   

                  
                    
                      	 	 By:	/s/
                              David
                              Lichtenstein
	 	 Name:	David
                              Lichtenstein
	 	 Title:	President