<PAGE>

Date: 11 February 2003


Halifax Plaza Associates, L.P.
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue - Suite 304
Port Washington, New York 11050


Dear Sirs:

                             Our Reference: CMD00079
                      Re: USD Amortizing Interest Rate Swap

The purpose of this document is to set forth the terms and conditions of the
transaction entered into between Citizens Bank of Pennsylvania ("CBPA") and
yourselves ("Counterparty") on the trade date specified below (the
"Transaction"). This document will constitute a "Confirmation" as referred to in
the ISDA Master Agreement specified below.

The definitions and provisions contained in the 2000 ISDA Definitions,(the
"Definitions"), as published by the International Swaps and Derivatives
Association, Inc.("ISDA")are incorporated into this Confirmation. In the event
of any inconsistency between the Definitions and provisions and this
Confirmation, this Confirmation will govern.

This Confirmation evidences a complete and binding agreement between
Counterparty and CBPA as to the terms of the Transaction to which this
Confirmation relates. In addition, Counterparty and CBPA agree to use all
reasonable efforts promptly to negotiate, execute and deliver an agreement in
the form of the ISDA Master Agreement (Multicurrency-Cross Border) (the "ISDA
Form") published by the ISDA, with such modifications as Counterparty and CBPA
shall in good faith agree (the "Agreement"). Upon the execution by Counterparty
and CBPA of such Agreement, this Confirmation will supplement, form part of, and
be subject to the Agreement. Until we execute and deliver that Agreement, this
Confirmation, together with all other documents referring to the ISDA Form (each
a "Confirmation") confirming transactions (each a "Transaction") entered into
between us (notwithstanding anything to the contrary in a Confirmation), shall
supplement, form part of, and be subject to an agreement in the form of the ISDA
Form as if we had executed an agreement in such form (but without any Schedule)
on the Trade Date of the first such Transaction between us. For purposes
thereof, the Second Method and Loss shall apply. All provisions contained in the
Agreement shall govern this Confirmation except as expressly modified below. In
the event of any inconsistency between this Confirmation and either the ISDA
Form or the Agreement, this Confirmation will govern for the purpose of this
transaction.

The terms of the particular transaction to which this confirmation relates are
as follows:

<TABLE>
<CAPTION>
<S>                                                   <C>
Notional Amount                                       See Schedule A

Trade Date                                            06 February 2003

Effective Date                                        10 February 2003

</TABLE>

<PAGE>


<TABLE>
<CAPTION>
<S>                                                    <C>
Termination Date                                      06 February 2010, subject to adjustment in
                                                      accordance with the Modified Following Business Day
                                                      Convention.

Fixed Amounts
-------------

Fixed Rate Payer                                      Halifax Plaza Associates, L.P.

Fixed Rate Payer Payment Dates                        The 6th day of each month from and including
                                                      06 March 2003 to and including the Termination Date
                                                      subject to adjustment in accordance with the
                                                      Modified Following Business Day Convention.

Fixed Rate                                            4.33 pct

Fixed Rate Day Count Fraction                         Actual / 360


Floating Amounts
----------------

Floating Rate Payer                                   CBPA

Floating Rate Payer Payment Dates                     The 6th day of each month from and including
                                                      06 March 2003 to and including the Termination Date
                                                      subject to adjustment in accordance with the
                                                      Modified Following Business Day Convention.

Floating Rate for initial Calculation Period          1.34 pct

Floating Rate Option                                  USD-LIBOR-BBA

Designated Maturity                                   1 Month

Spread                                                None

Floating Rate Day Count Fraction                      Actual / 360

Reset Dates                                           The first day of each Calculation Period.

Business Days                                         New York and London

Calculation Agent                                     CBPA

Payments to Counterparty:

         Account Number:                              6202093157
         Account Name:                                Halifax Plaza Associates, L.P.
         Bank:                                        CBPA

</TABLE>



<PAGE>


So long as no Event of Default or Termination Event shall have occurred and then
be continuing with respect to [Party B], the parties hereto agree that [Party B]
may terminate this Transaction by at least [5] Business days prior notice to
Party A of its intention to do so, whereupon (a) the obligations of the parties
to make any further payments under Section 2(a)(i) of the Agreement in respect
of such Transaction shall terminate, (b) the Calculation Agent shall determine a
Settlement Amount in accordance with the provisions of the ISDA Master Agreement
and provide a statement with respect thereto, and (c) a termination payment
shall be made on the Early Termination Date as if such Transaction were a
Terminated Transaction and Party B was the Affected Party.

Counterparty and CBPA represent that each party is acting for its own account
and, that each party has made its own independent decisions to enter into this
Transaction and as to whether this transaction is appropriate or proper for it
based on its own judgement and upon advice from such advisors as it has deemed
necessary. Neither party is relying upon any communication (written or oral)
from the other party as investment advice or as a recommendation to enter into
this Transaction. Information and explanations related to the terms and
conditions of this Transaction shall not be considered investment advice or a
recommendation to enter into this Transaction. No assurances or guarantees
(written or oral) as to the expected results of this Transaction have been
received by either party. Each party is capable of evaluating and understanding
the terms, risks and conditions of this Transaction. Each party is capable of
assuming, and assumes, the financial and other risks of this Transaction.

Counterparty understands that the Transaction entered into under this agreement
does not constitute a deposit and is not insured by the Federal Deposit
Insurance Corporation, Federal Reserve Board, Office of the Comptroller of the
Currency or any state or federal banking agency.


All inquiries regarding payments and/or rate re-settings should be sent to:

CBPA:
Citizens Bank of Pennsylvania
One Citizens Plaza
Providence, RI 02903
Attn: Treasury
Michael Smith   Phone 401-282-7250
                Fax   401-282-7718



Counterparty:
Halifax Plaza Associates, L.P.
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue - Suite 304
Port Washington, New York 11050




<PAGE>



Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing a copy of this Confirmation enclosed for that purpose and
returning it to us via mail at the address listed above.


         For and on behalf of Citizens Bank of Pennsylvania


         By:___________________________

         Name:
         Title: Authorized Signatory



Halifax Plaza Associates, L.P.


By:___________________________

Name:
Title:


<PAGE>


SCHEDULE A - CMD00079


Calculation Period                                        Notional Amount (USD)

   10 February 2003         to         06 March 2003          3,965,000.00
     06 March 2003          to         06 April 2003          3,958,028.00
     06 April 2003          to          06 May 2003           3,951,056.00
      06 May 2003           to          06 June 2003          3,944,084.00
     06 June 2003           to          06 July 2003          3,937,112.00
     06 July 2003           to         06 August 2003         3,930,140.00
    06 August 2003          to       06 September 2003        3,923,168.00
   06 September 2003        to        06 October 2003         3,916,196.00
    06 October 2003         to        06 November 2003        3,909,224.00
   06 November 2003         to        06 December 2003        3,902,252.00
   06 December 2003         to        06 January 2004         3,895,280.00
    06 January 2004         to        06 February 2004        3,888,308.00
   06 February 2004         to         06 March 2004          3,881,336.00
     06 March 2004          to         06 April 2004          3,874,364.00
     06 April 2004          to          06 May 2004           3,867,392.00
      06 May 2004           to          06 June 2004          3,860,420.00
     06 June 2004           to          06 July 2004          3,853,448.00
     06 July 2004           to         06 August 2004         3,846,476.00
    06 August 2004          to       06 September 2004        3,839,504.00
   06 September 2004        to        06 October 2004         3,832,532.00
    06 October 2004         to        06 November 2004        3,825,560.00
   06 November 2004         to        06 December 2004        3,818,588.00
   06 December 2004         to        06 January 2005         3,811,616.00
    06 January 2005         to        06 February 2005        3,804,644.00
   06 February 2005         to         06 March 2005          3,797,672.00
     06 March 2005          to         06 April 2005          3,790,700.00
     06 April 2005          to          06 May 2005           3,783,728.00
      06 May 2005           to          06 June 2005          3,776,756.00
     06 June 2005           to          06 July 2005          3,769,784.00
     06 July 2005           to         06 August 2005         3,762,812.00
    06 August 2005          to       06 September 2005        3,755,840.00
   06 September 2005        to        06 October 2005         3,748,868.00
    06 October 2005         to        06 November 2005        3,741,896.00
   06 November 2005         to        06 December 2005        3,734,924.00
   06 December 2005         to        06 January 2006         3,727,952.00
    06 January 2006         to        06 February 2006        3,720,980.00
   06 February 2006         to         06 March 2006          3,714,008.00
     06 March 2006          to         06 April 2006          3,707,036.00
     06 April 2006          to          06 May 2006           3,700,064.00
      06 May 2006           to          06 June 2006          3,693,092.00


<PAGE>


SCHEDULE A - CMD00079


Calculation Period                                       Notional Amount (USD)

      06 June 2006       to      06 July 2006                3,686,120.00
      06 July 2006       to     06 August 2006               3,679,148.00
     06 August 2006      to    06 September 2006             3,672,176.00
    06 September 2006    to     06 October 2006              3,665,204.00
     06 October 2006     to    06 November 2006              3,658,232.00
    06 November 2006     to    06 December 2006              3,651,260.00
    06 December 2006     to     06 January 2007              3,644,288.00
     06 January 2007     to    06 February 2007              3,637,316.00
    06 February 2007     to      06 March 2007               3,630,344.00
      06 March 2007      to      06 April 2007               3,623,372.00
      06 April 2007      to       06 May 2007                3,616,400.00
       06 May 2007       to      06 June 2007                3,609,428.00
      06 June 2007       to      06 July 2007                3,602,456.00
      06 July 2007       to     06 August 2007               3,595,484.00
     06 August 2007      to    06 September 2007             3,588,512.00
    06 September 2007    to     06 October 2007              3,581,540.00
     06 October 2007     to    06 November 2007              3,574,568.00
    06 November 2007     to    06 December 2007              3,567,596.00
    06 December 2007     to     06 January 2008              3,560,624.00
     06 January 2008     to    06 February 2008              3,553,652.00
    06 February 2008     to      06 March 2008               3,546,680.00
      06 March 2008      to      06 April 2008               3,539,708.00
      06 April 2008      to       06 May 2008                3,532,736.00
       06 May 2008       to      06 June 2008                3,525,764.00
      06 June 2008       to      06 July 2008                3,518,792.00
      06 July 2008       to     06 August 2008               3,511,820.00
     06 August 2008      to    06 September 2008             3,504,848.00
    06 September 2008    to     06 October 2008              3,497,876.00
     06 October 2008     to    06 November 2008              3,490,904.00
    06 November 2008     to    06 December 2008              3,483,932.00
    06 December 2008     to     06 January 2009              3,476,960.00
     06 January 2009     to    06 February 2009              3,469,988.00
    06 February 2009     to      06 March 2009               3,463,016.00
      06 March 2009      to      06 April 2009               3,456,044.00
      06 April 2009      to       06 May 2009                3,449,072.00
       06 May 2009       to      06 June 2009                3,442,100.00
      06 June 2009       to      06 July 2009                3,435,128.00
      06 July 2009       to     06 August 2009               3,428,156.00
     06 August 2009      to    06 September 2009             3,421,184.00
    06 September 2009    to     06 October 2009              3,414,212.00


<PAGE>


SCHEDULE A - CMD00079


Calculation Period                                       Notional Amount (USD)

     06 October 2009     to    06 November 2009             3,407,240.00
    06 November 2009     to    06 December 2009             3,400,268.00
    06 December 2009     to     06 January 2010             3,393,296.00
     06 January 2010     to    06 February 2010             3,386,324.00


Please be advised that all dates will be subject to adjustment in accordance
with the Modified Following Business Day Convention.


